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Purpose of Committee
The primary purpose of the Committee on Compensation and Talent Management (the “Committee”) of the Board of Directors (the “Board”) of Aetna Inc. (the “Company”) is to discharge the Board’s responsibilities relating to compensation and talent management of the Company’s executives. In doing so, the Committee shall:
The Committee shall meet to review and discuss with management the specific executive compensation disclosures included in the compensation discussion and analysis section of the Proxy Statement and shall prepare a report recommending to the Board of Directors that the compensation discussion and analysis be included in the Proxy Statement.
The Committee shall be composed solely of at least three members of the Board, each of whom is, in the business judgment of the Board, “independent” under the rules of the New York Stock Exchange, Inc.
The members of the Committee shall be appointed annually and replaced by the Board.
Committee Structure and Operations
The Board shall designate one member of the Committee as its chairperson. The Committee shall meet as often as necessary to carry out its responsibilities under this Charter, but at least three times a year. The Committee shall make regular reports to the Board. Except for grants and awards to executive officers, the Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the Committee.
The Committee, in its sole discretion, shall have the authority to retain or obtain the advice of a compensation consultant, independent legal counsel or other advisor. The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any such compensation consultant, legal or other advisor retained by the Committee. In addition, the Company shall provide appropriate funding, as determined by the Committee, for the payment of reasonable compensation to such compensation consultant, legal or other advisor.
When selecting a compensation consultant, legal or other adviser to the Committee (other than in-house counsel), the Committee shall consider (i) the provision of other services to the Company; (ii) the amount of fees paid to the adviser as a percentage of the adviser's total revenue; (iii) the policies and procedures of the adviser's employer that are designed to prevent conflicts of interests; (iv) any business or personal relationship between the adviser and a member of the Committee; (v) any Company stock owned by the adviser; (vi) any business or personal relationship of the adviser and an executive officer of the Company; and (vii) any other factor deemed relevant to the adviser's independence from management.
Committee Responsibilities and Authority
The following are the goals and responsibilities of the Committee: