Corporate governance: Medical Affairs Committee charter

Purpose of Committee

The primary purpose of the Medical Affairs Committee (the “Committee”) of Aetna Inc. (the “Company”) is to assist the Company’s Board of Directors (the “Board”) in the general oversight of the Company’s medical-related strategies, policies and practices that relate to promoting member health, enhancing access to cost-effective quality health care, and advancing safety and efficacy of care.

Committee Membership 

The Committee shall be composed of at least three members of the Board. The members of the Committee shall be appointed annually and replaced by the Board.

The Company’s Chief Medical Officer shall support the Committee in identifying the issues and policies to be reviewed by the Committee, and in coordinating presentations and the distribution of information to the Committee.

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. The Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee 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 

Among the Committee’s goals and responsibilities are the following:

1. To review significant medical-related strategies and initiatives of the Company; to consider the impact of those strategies and initiatives on member and provider engagement and loyalty, on overall quality and cost-effectiveness of care, and on differentiating the Company’s products and services in the marketplace.

2. To review Company medical strategies, policies and procedures designed to enhance the effectiveness of the Company’s interaction with physicians, hospitals and other provider community constituents.

3. To review the scope and effectiveness of the Company’s health promotion, care management and other clinical programs in promoting appropriate evidence-based care, increasing care safety and enhancing total member health and well-being.

4. To review the Company’s medical strategies to integrate its clinical and data analytic capabilities in its products, to foster innovation in this area and to promote improvements in health and productivity.

5. To review proposed and adopted changes in state and federal law and regulation to assess the implications for the Company's medical-related strategies, policies and practices.

6. To review Company initiatives designed to address socioeconomic, racial and ethnic disparities in health care.

7. To review and reassess the adequacy of this Charter annually and to recommend any proposed changes to the Board for approval.

8. To evaluate its own performance annually.

9. To perform any other responsibilities delegated to the Committee by the Board from time to time.