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Corporate governance FAQs

Corporate governance FAQs

Are most of your Directors independent?
Yes. The Board currently consists of 10 Directors and 9 are considered independent. The Board has affirmatively determined in its business judgment that Fernando Aguirre, Frank M. Clark, Molly J. Coye, M.D., Roger N. Farah, Jeffrey E. Garten, Ellen M. Hancock, Richard J. Harrington, Edward J. Ludwig and Olympia J. Snowe are independent as defined in the New York Stock Exchange ("NYSE") listing standards and under Aetna's Director Independence Standards and that any relationship with the Company (either directly or as a partner, major shareholder or officer of any organization that has a relationship with the Company) is not material under the independence thresholds contained in the NYSE listing standards and under Aetna's Director Independence Standards.

All members of the Nominating and Corporate Governance, Audit, and Compensation and Talent Management committees are, in the business judgment of the Board, independent Directors as defined in the NYSE listing standards and in Aetna’s Director Independence Standards.

Do the nonmanagement Directors meet in executive sessions without any members of management present?
Yes. Aetna's nonmanagement Directors meet in regularly scheduled executive sessions without management present at each regular Aetna Board meeting. During these meetings, they discussed, among other things, CVS Health Corporation’s (“CVS Healths”) proposed acquisition of Aetna, certain Board policies, processes and practices, the performance and proposed performance-based compensation of the Chairman, Chief Executive Officer and President, management succession and other matters relating to the Company and the functioning of the Board.

Does the Board of Directors have a Lead Director?
Yes. Edward J. Ludwig, an independent Director, has served as Lead Director since February 24, 2012. The Lead Director's duties include presiding at all meetings of the Board at which the Chairman is not present, including executive sessions of the independent Directors; approving meeting agendas and schedules to assure there is sufficient time for discussion of all agenda items; approving information sent to the Board; calling special meetings of the Board (including meetings of the independent Directors); and making himself available as appropriate for consultation and direct communication upon the reasonable request of a major shareholder.

Does the Audit Committee have a “Financial Expert”?
Yes. The Board has determined in its business judgment that all members of the Audit Committee meet the independence, financial literacy and expertise requirements for audit committee members set forth in the NYSE listing standards.  Additionally, the Board has determined in its business judgment that Messrs. Aguirre, Harrington and Ms. Hancock, based on his or her background and experience, has the requisite attributes of an "audit committee financial expert" as defined by the Securities and Exchange Commission.

How do I contact members of the Board of Directors?
To contact Aetna's Chairman, Mark T. Bertolini, you may write to him at Aetna Inc., 151 Farmington Avenue, Hartford, CT 06156. Anyone wishing to make their concerns known to Aetna's nonmanagement Directors or the Lead Director or to send a communication to the entire Board may write to: Edward J. Ludwig, Lead Director, P.O. Box 370205, West Hartford, CT 06137-0205. All such communications will be kept confidential and forwarded directly to the Lead Director. Items that are unrelated to a Director's duties and responsibilities as a Board member, such as junk mail, may be excluded by the Corporate Secretary.

How do I contact members of the Audit Committee?
The Audit Committee can be confidentially contacted by employees and others wishing to raise concerns or complaints about Aetna's accounting, internal accounting controls or auditing matters by calling AlertLine®, an independent toll-free service, at 1-888-891-8910 (available seven days a week, 24 hours a day), or by writing to: Audit Committee c/o Corporate Compliance, P.O. Box 370205, West Hartford, CT 06137-0205.

What does Aetna look for when you nominate a new Director?

The Nominating and Corporate Governance Charter sets out the criteria weighed by the Nominating Corporate Governance Committee in considering all Director candidates, including shareholder-identified candidates. The criteria are re-evaluated periodically and currently 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 candidate's ability to attend Board meetings regularly and devote an appropriate amount of effort in preparation for those meetings. It also is expected that nonmanagement Directors nominated by the Board are 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. We also have information in our Proxy Statement.

See the Nominating and Corporate Governance Committee Charter

See information in our 2018 Proxy Statement

How do I nominate someone for the Board?
The Nominating and Corporate Governance Committee will consider properly submitted shareholder nominations for candidates for membership on the Board. The submission should include the nominee's name and qualifications for Board membership, and otherwise comply with applicable rules and regulations, and should be addressed to: Corporate Secretary, Aetna Inc., 151 Farmington Avenue, RW61, Hartford, CT 06156.

How can I find out if any of the Directors or executive officers are selling stock?
Under the regulations of the Securities and Exchange Commission ("SEC"), Directors and executive officers must file notice with the SEC within two business days of any purchase or sale of stock. Information on filings made by any of our Directors or executive officers can be found in the Section 16 Insider Reports.

See the Section 16 Insider Reports

Are the nonmanagement Directors subject to stock ownership guidelines?
Yes. Under the Board's Director Stock Ownership Guidelines, each nonmanagement Director is required to own, within five years of joining the Board, Aetna Common Shares or stock units having a dollar value equal to $500,000. As of March 16, 2018, all of Aetna's nonmanagement Directors are in compliance with these guidelines. Aetna's Code of Conduct prohibits Directors from engaging in hedging strategies using puts, calls or other types of derivative securities based on the value of our Common Stock.

Are the executive officers subject to stock ownership guidelines?

Yes. The Chief Executive Officer and other senior executives are subject to minimum stock ownership requirements. The ownership requirements are based on the executive's pay opportunities and position within the Company. The ownership levels (which include shares owned and vested stock units but not stock options, SARs, or unvested PSUs) are as follows: Chief Executive Officer - 5 times base salary; President - 4 times base salary; other named executive officers - 3 times base salary; and other executives - ½ to 3 times base salary.

Executive officers who do not meet their individual ownership requirement at the time the equity vests or is exercised are required to retain 50% of the after-tax equity payout in shares of Common Stock until the executive officer’s termination of employment with the Company.   Aetna's Code of Conduct prohibits all employees (including executive officers) and Directors from engaging in hedging strategies using puts, calls or other types of derivative securities based upon the value of our Common Stock.  No Directors or Named Executive Officers entered into a pledge of Common Stock in 2017.

Does Aetna’s Code of Conduct apply to every Aetna employee and to every member of the Board?

Yes. The Code of Conduct is designed to ensure that Aetna’s business is conducted in a consistently legal and ethical manner.  The Code of Conduct includes policies on employee conduct, conflicts of interest and the protection of confidential information and requires compliance with all applicable laws and regulations. Aetna will disclose any amendments to the Code of Conduct or waivers of the Code of Conduct relating to Aetna’s Directors, executive officers and principal financial and accounting officers or persons performing similar functions on our website within four business days following the date of any such amendment or waiver.  To date, no such waivers have been requested or granted.

See the Aetna Code of Conduct

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