| CORPORATE GOVERNANCE MATTERS | 2025 PROXY STATEMENT | 21 |
|---|
Committee Structure
The Board has seven standing committees: Audit and Risk; Compensation; Corporate Development; Corporate Governance; Corporate Social Responsibility and Sustainability; Executive; and Finance and Investment. Each committee (other than the Executive Committee) operates under a written charter adopted by the Board. Charters for the Audit and Risk Committee, the Compensation Committee, and the Corporate Governance Committee all can be found on the Company’s website, aflac.com, under “Investors,” then “Governance,” and then “Governance Documents.”
All members of the Audit and Risk, Compensation and Corporate Governance Committees qualify as “outside” Directors as defined by Section 162(m) of the Internal Revenue Code, “Non-employee Directors” within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) and independent Directors under NYSE listing standards, as appropriate.
Board Committee Refreshment
The Corporate Governance Committee considers the periodic rotation of committee members and committee chairs to introduce fresh perspectives and to broaden and diversify the views and experience represented on Board committees. Beginning May 5, 2025, the Corporate Governance Committee has nominated Mr. Michael A. Forrester to serve on the Finance and Investment Committee.
| The Audit and Risk CommitteeNUMBER OFMEETINGS IN 2024 9All members of the committeeare Financial Experts |
|---|
| Karole F. Lloyd (Chair) | W. Paul Bowers | Georgette D. Kiser | Joseph L.Moskowitz |
|---|
| Responsibilities |
|---|
| •ensuring that management maintains the reliability and integrity of the financial reporting process and systems of internal controls of the Company and its subsidiaries regarding finance, accounting, and legal matters; •issuing annually the Audit and Risk Committee Report set forth below;•selecting, overseeing, evaluating, determining funding for, and, where appropriate, replacing or terminating the independent registered public accounting firm;•monitoring the independence and performance of the independent registered public accounting firm;•pre-approving audit and non-audit services provided by the independent registered public accounting firm; | •pre-approving or ratifying all related person transactions that are required to be disclosed in this Proxy Statement;•overseeing the performance of the Company’s internal auditing department;•assisting with Board oversight of the Company’s compliance with legal and regulatory requirements as well as the Company's code of business ethics and policy on conflict of interest;•overseeing the Company’s policies, process, and structure related to enterprise risk engagement and management, including information security; and•providing an open avenue of communication among the independent registered public accounting firm, management, the internal auditing department, and the Board. |
|---|
Relationship with Independent Registered Public Accounting Firm. The independent registered public accounting firm has direct access to the Audit and Risk Committee and may discuss any matters that arise in connection with its audits, the maintenance of internal controls, and any other matters relating to the Company’s financial affairs. The Audit and Risk Committee may authorize the independent registered public accounting firm to investigate any such matters, and may present its recommendations and conclusions to the Board. At least annually, the Audit and Risk Committee reviews the services performed and the fees charged by the independent registered public accounting firm. For additional information, see “Proposal 3: Ratification of Auditors” and the “Audit and Risk Committee Report” sections beginning on page 76.
All Audit and Risk Committee members have been determined by the Board to be “audit committee financial experts,” as such term is defined in Item 407(d)(5) of Securities and Exchange Commission (SEC) Regulation S-K.
| 22 | AFLAC INCORPORATED | CORPORATE GOVERNANCE MATTERS |
| The Compensation CommitteeNUMBER OF MEETINGS IN 20244 |
|---|
| Joseph L. Moskowitz (Chair) | Georgette D.Kiser | Katherine T.Rohrer |
|---|
| Responsibilities |
|---|
| •reviewing and approving compensation levels, equity-linked incentive compensation, and annual incentive awards under the Company’s Management Incentive Plan;•reviewing, at least annually, the goals and objectives of the Company’s executive compensation plans;•evaluating annually the performance of the CEO with respect to such goals and objectives and determining the appropriate compensation level; | •evaluating annually the performance of the Company’s other executive officers in light of such goals and objectives and setting their compensation levels based on this evaluation and the recommendation of the CEO;•reviewing the Company’s incentive compensation programs to determine whether they encourage excessive risk taking, and evaluating compensation policies and practices that could mitigate any such risk; and•reviewing the Company’s other compensation and benefit plans to ensure they promote our goals and objectives. |
|---|
The Compensation Committee may delegate power and authority to any subcommittees as the Compensation Committee deems appropriate.
Compensation Committee Interlocks and Insider Participation. No member of the Compensation Committee is a current or former employee or officer of the Company or any of its subsidiaries. During 2024, no Director was an executive officer of another entity on whose compensation committee any executive officer of the Company served. In addition, no member of the Compensation Committee had any relationship requiring disclosure under the section titled “Related Person Transactions” in this Proxy Statement.
| The Corporate Development CommitteeNUMBER OF MEETINGS IN 20242 |
|---|
| W. Paul Bowers(Chair) | Thomas J.Kenny | Karole F. Lloyd | Joseph L.Moskowitz |
|---|
| Responsibilities |
|---|
| •reviewing the Company’s corporate and strategic organizational development to identify, evaluate, and execute on appropriate opportunities that could enhance long-term growth and build shareholder value;•assisting the Board in reviewing, evaluating, and approving specific strategic plans for corporate development activities, including mergers, acquisitions, dispositions, joint venture, marketing and distribution arrangements, and strategic equity investments; | •assisting the Board in reviewing proposals to enter new geographic markets;•reviewing corporate development proposals prepared by the Company’s officers and managers and other strategic projects as determined by the Board to ensure consistency with the Company’s long-term strategic objectives; and•assisting the Board in monitoring the nature of investments made as part of Aflac Ventures in both the U.S. and Japan, including the Company’s overall corporate venture capital strategy. |
|---|
| CORPORATE GOVERNANCE MATTERS | 2025 PROXY STATEMENT | 23 |
|---|
| The Corporate Governance CommitteeNUMBER OFMEETINGS IN 20242 |
|---|
| Katherine T. Rohrer (Chair) | Arthur R. Collins | Nobuchika Mori |
|---|
| Responsibilities |
|---|
| •selecting individuals qualified to serve as Directors to be nominated to stand for election to the Board;•recommending assignments to the Board’s standing committees;•advising the Board with respect to matters of Board structure, composition, and procedures; | •developing and recommending to the Board a set of corporate governance principles applicable to the Company;•monitoring compliance with the Company’s political participation program;•overseeing the evaluation of the Board; and•ensuring that the Company’s management development and succession plans are appropriate. |
|---|
| The Corporate Social Responsibility and Sustainability CommitteeNUMBER OF MEETINGS IN 20242 |
|---|
| Arthur R. Collins(Chair) | W. Paul Bowers | Miwako Hosoda | Thomas J.Kenny |
|---|
| Responsibilities |
|---|
| CORPORATE SOCIAL RESPONSIBILITY•overseeing the Company’s policies, procedures, and practices with respect to corporate social responsibility and sustainability, recognizing that these goals and initiatives vary widely among industries, organizations and geographies, in the context of what is appropriate and relevant to the Company, our people and the communities we serve;•monitoring and reviewing the impact of the Company’s activities on customers, employees, communities, and other stakeholders in light of the Board’s fundamental duty to preserve and promote long-term value creation for the Company’s shareholders; the Company’s strategies, procedures, and practices related to corporate social responsibility on a global basis, including significant philanthropic and community engagement activities; and the development of metrics, information systems, and procedures to track progress toward achievement of the Company’s corporate social responsibility objectives;•reviewing the Company’s annual corporate social responsibility and sustainability report before it is published; and•monitoring and reviewing the Company’s support of charitable, educational, and business organizations. | SUSTAINABILITY•monitoring and reviewing the Company’s policies, procedures, and practices related to corporate social responsibility and sustainability in light of the Company’s intent to foster the sustainable growth* of the Company on a global basis; the Company’s strategies, policies, procedures, and practices related to environmental and related health and safety matters; and the Company’s policies, procedures, and practices that enable us to proactively respond to evolving regulatory and investor expectations with regard to sustainability, especially in the areas of environmental stewardship, energy use, recycling, and carbon emissions (i.e., our carbon footprint);•reviewing the goals and objectives of the Company’s environmental stewardship policy, and amending or, to the extent an amendment requires Board approval, recommending that the Board amend, these goals and objectives if the Committee deems appropriate; and•reviewing the Company’s communication and marketing strategies related to sustainability. |
|---|
- We believe “sustainable growth” means being able to meet the needs of our shareholders and customers while taking into account the needs of future generations, and also ensuring the long-term preservation and enhancement of the Company’s financial, environmental, and social capital.
| 24 | AFLAC INCORPORATED | CORPORATE GOVERNANCE MATTERS |
| Thomas J. Kenny(Chair) | Daniel P.Amos | Karole F. Lloyd | Nobuchika Mori |
|---|
| Responsibilities |
|---|
| FINANCE |
|---|
| •reviewing and reassessing significant financial policies and matters of Treasury and corporate finance, including the Company’s overall capital structure, dividend policy, share repurchase program and liquidity, and the issuance or retirement of debt and other capital securities;•reviewing and providing guidance to the Board on significant reinsurance transactions and strategies; the Company’s credit ratings, ratings strategy, and overall rating agency dialogue; and financing strategy and capital impact of corporate development activities and multiyear strategic capital project expenditures;•reviewing and reassessing the Company’s overall hedging strategy, including foreign exchange and cash flow hedging, and ensuring proper governance over policies and procedures associated with trading in derivative instruments; | •in partnership with the Compensation Committee, overseeing the Company’s processes for managing the finances of the employee pension and defined contribution benefit plans, including the related investment policies, actuarial assumptions, and funding policies; •in partnership with the Audit and Risk Committee, reviewing and providing guidance on the Company’s corporate insurance coverages; and •in partnership with the Corporate Social Responsibility and Sustainability Committee, review and provide guidance on corporate social responsibility and sustainability factors relating to issuance and application of proceeds of sustainability bonds and other social and/or sustainability-oriented debt of the Company. |
|---|
| INVESTMENT |
|---|
| •overseeing the investment process and the policies, strategies, and programs of the Company and its subsidiaries relating to investment risk management; •periodically reviewing and assessing the adequacy of the Global Investment Policy of the Company and its subsidiaries, and approving any changes to that policy; | •reviewing the performance of the investment portfolios and transactions made on behalf of the Company and its subsidiaries; and•in partnership with the Corporate Social Responsibility and Sustainability Committee, review and provide guidance on integration of corporate social responsibility and sustainability factors into the investment process and investment risk management policies, strategies and programs. |
|---|
| Daniel P. Amos (Chair) | W. Paul Bowers | Karole F. Lloyd | Joseph L.Moskowitz | Katherine T.Rohrer |
|---|
| Responsibilities |
|---|
| PURPOSE |
|---|
| During the intervals between meetings of the Board, the Executive Committee may exercise all of the powers of the Board that may be delegated under Georgia law.COMPOSITIONUnder the Company’s Bylaws, the Executive Committee must consist of at least five Directors, including those Directors who are officers of the Company, and such additional Directors as | the Board may from time to time determine. Currently, the membership of the Executive Committee also includes the Chairs of the Audit and Risk, Compensation, and Corporate Governance Committees, and includes the Company’s Lead Non-Management Director. The Chairman of the Board (or another member of the Executive Committee chosen by him) is the Chairman of the Executive Committee. |
|---|
