Aetna Establishes Majority Voting Standard for Director Elections
Other Corporate Governance actions also taken
HARTFORD, Conn., September 30, 2005 — Aetna Inc. (NYSE: ΑET) announced today that its Board of Directors has adopted a majority voting standard for director elections and taken other steps to further enhance its corporate governance.
The board amended the company’s corporate governance guidelines to include a provision that any director who receives more "withheld" votes than "for" votes in an uncontested election of directors will be required promptly to submit his or her resignation to the Nominating and Corporate Governance Committee of the board. The guidelines require the Nominating Committee to recommend to the board the action to be taken with respect to the resignation and the board to act within a reasonable period of time. The guidelines also require prompt disclosure to the public of each resignation and board decision.
The board also amended the company’s corporate governance guidelines to provide for confidential voting in uncontested solicitations and amended the company’s bylaws to provide that the board does not have the right to alter the size of the board beyond a range established by the company’s shareholders.
"These actions are further evidence of Aetna’s long-standing commitment to being a corporate governance leader," said John W. Rowe, M.D., chairman and CEO. "Many shareholders in corporate America want more say when it comes to electing directors at companies. Our board studied other alternatives, including cumulative voting, and decided that implementing a majority vote standard for director elections most effectively responds to shareholder needs and strengthens our board’s accountability to our shareholders. We also believe that the package of enhancements adopted today is consistent with corporate governance best practices."
The full text of the company’s corporate governance guidelines and bylaws, including the most recent amendments, may be found in the corporate governance section of the company’s website at http://www.aetna.com/governance.
As one of the nation’s leading providers of health care, dental, pharmacy, group life, disability and long-term care benefits, Aetna puts information and helpful resources to work for its approximately 14.435 million medical members, 12.976 million dental members, 9.117 million pharmacy members and 13.662 million group insurance members to help them make better informed decisions about their health care and protect their finances against health-related risks. Aetna provides easy access to cost-effective health care through a nationwide network of more than 684,000 health care professionals, including over 405,000 primary care and specialist doctors and 4,135 hospitals. For more information, please visit http://www.aetna.com. (Figures as of June 30, 2005)