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Purpose of Committee
The primary purpose of the Nominating and Corporate Governance Committee (the "Committee") of the Board of Directors (the "Board") of Aetna Inc. (the "Company") is to assist the Board in identifying and recommending individuals to the Board for nomination as members of the Board and its committees, and in developing and recommending to the Board corporate governance guidelines applicable to the Company.
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. 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. Further, the Committee shall have the sole authority to select, retain and terminate any search firm to be used to identify Director candidates and to approve the search firm's fees and other retention terms.
Committee Goals and Responsibilities
The following are the goals and responsibilities of the Committee:
1. To identify candidates believed to be qualified to become Board members, and to recommend to the Board the nominees to stand for election as Directors of the Company at the annual meeting of shareholders. In nominating candidates, the Committee shall take into consideration the criteria set with the concurrence of the full Board and re-evaluated periodically. The criteria weighed in the Director selection process 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 outside 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. Honorary Directors shall not be appointed.
2. To recommend to the Board the structure, composition and functions of the committees of the Board and to identify, in consultation with the Chairman and Chief Executive Officer of the Company, Board members qualified to become members of the committees of the Board (including this Committee). In nominating a Director for committee membership, the Committee shall take into consideration any factors it deems appropriate, including without limitation, the Director's experience and background, and its relevance to the goals and responsibilities of the committee and the Director's committee preferences.
3. To develop and recommend to the Board corporate governance principles applicable to the Company, and to review those principles periodically.
4. To review the compensation of, and benefits for, Directors; the retirement policy for Directors; any waiver and interpretation of the code of business conduct and ethics applicable to Directors; and potential conflicts of interest or other issues arising as a result of other positions held or proposed to be held by, or any change in circumstances of, a Director.
5. To oversee the annual evaluation of the Board.
6. To review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.
7. To evaluate its own performance annually.
8. To perform any other responsibilities delegated to the Committee by the Board from time to time.
Amended: December 3, 2004
Reviewed: November 29, 2012