Board of Directors | Committees of the Board | Director Independence Standards | Code of Conduct | Articles of Incorporation / By-Laws | Corporate Governance FAQs | Corporate Governance Guidelines
Purpose of Committee
The primary purposes of the Investment and Finance Committee (the "Committee") of the Board of Directors (the "Board") of Aetna Inc. (the "Company") are to assist the Board in reviewing the Company's investment policies, strategies, transactions and performance, and in overseeing the Company's capital and financial resources.
The Committee shall be composed of at least three members of the Board.
The members of the Committee shall be appointed annually by the Board.
Committee Structure and Operations
The Board shall designate one member of the Committee as its chairperson. The Committee shall meet at least three times a year. The Committee shall make regular reports to the Board. The Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to subcommittees of the Committee.
The Committee shall have the resources and authority appropriate to discharge its responsibilities, including the authority to retain counsel and other experts or consultants.
Committee Goals and Responsibilities
The following are the goals and responsibilities of the Committee:
1. To oversee the investment policies, strategies, and programs of the Company and its subsidiaries.
2. To delegate authority to management to execute individual investment transactions on behalf of the Company within policies and limits approved by the Committee and to approve investment transactions on behalf of the Company that exceed such delegated authority.
3. To review investment transactions made on behalf of the Company and its subsidiaries.
4. To review the performance of the investment portfolios of the Company and its subsidiaries.
5. To oversee the Company's processes for managing the finances of its employee pension and defined contribution benefit plans. (In doing so, the Committee will receive reports on the investment policies and strategies established by the Company's internal benefit finance committee and the performance of the investment portfolios supporting these plans. It will also receive reports concerning the actuarial assumptions and funding policy established by the Company for the defined benefit pension plan.)
6. To review the Company's Capital Plan and to review and provide guidance to the Board on significant financial policies and matters of corporate finance, including the Company's dividend policy, share repurchase program, and the issuance or retirement of debt and other securities.
7. To review and provide guidance to the Board about proposed mergers, acquisitions, divestitures and other similar transactions.
8. To review significant multi-year strategic capital project expenditures and management.
9. To review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.
10. To evaluate its own performance annually.
11. To perform any other responsibilities delegated to the Committee by the Board from time to time.
Amended: December 28, 2005
Reviewed: November 30, 2012