Unum Group
For the period ended Apr 11, 2024. Filed Apr 11, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 11, 2024 · Filed Apr 11, 2024
Contents
Board Overview
The Board of Directors is elected by shareholders to oversee their interests in the long-term health and overall success of the company's business and financial strength. In addition, the Board has responsibility to the company's policyholders, employees, and business partners and to the communities in which the company operates, all of which are essential to the company's success. The Board oversees the CEO and other senior management, who are responsible for carrying out the company's day-to-day operations in a responsible and ethical manner. The Board and its committees meet regularly to review and discuss the company's strategy, business, performance, ethics, risk tolerance, human capital engagement, and culture, as well as important issues that it faces. These discussions take place with management and, as appropriate, with outside advisers who provide independent expertise, perspectives and insights. In addition, the independent members of the Board and its committees hold regular executive sessions without management present. Board members are also in ongoing communication with each other and with management between meetings.
Board Composition and Refreshment
The Board believes a critical component of its effectiveness in serving the long-term interests of shareholders is to ensure its membership remains diverse, possessing a variety of backgrounds, experiences and skill sets from which to draw. Fresh views and ideas help the Board to maintain a broad perspective and forward-looking vision capable of anticipating and adapting to the rapid pace of change, just as experience and continuity provide necessary context and stability for important decisions. With that in mind, the Governance Committee reviews the composition of the Board with the goal of maintaining an appropriate balance of experiences, skills, tenure and diversity. This is an ongoing, year-round evaluation process. Most recently, Mojgan Lefebvre joined the Board in 2023 as a result of the Board's commitment to this ongoing process.
The Board is committed to effective Board succession planning and refreshment, including having honest and difficult conversations with individual directors when necessary. These conversations may arise in connection with the Board evaluation process, succession planning or consideration of the annual slate of Board nominees. As a result of these processes, directors may decide (for personal or professional reasons) or be asked (for reasons such as evolving needs for Board composition or directors' availability to make sufficient contributions to the Board) not to stand for re-election at the next Annual Meeting. It is expected these refreshment practices will continue in the future. While some companies have tenure limits on Board service, we believe our balanced approach delivers the right mix of directors with new ideas and perspectives along with those possessing deep knowledge of the company.
On-Boarding and Continuing Education
Shortly after a new director has been elected to the Board, the director participates in an orientation program that includes meetings with the Board Chair, other directors, and senior management concerning the company's business, strategic plans and risk profile, the operations of significant business segments, significant financial, accounting and risk management issues, compliance and ethics programs, and Code of Conduct. In addition, when directors are appointed to a particular committee for the first time, the director participates in orientation sessions specific to the committee's responsibilities. On an ongoing basis, directors also receive presentations on a variety of topics related to their work on the Board and within the insurance and financial services industries, both from senior management and from experts outside of the company. Directors participate in continuing education sessions designed to assist them in discharging their duties.
| 16 | 2024 UNUM GROUP PROXY STATEMENT |
Board Qualifications
The Board strives to maintain independence of thought and diverse professional experience among its membership. The Board and the Governance Committee look for directors who have qualifications and attributes in key areas relevant to Unum, and that align with both our short- and long-term business strategies. These qualifications and attributes are evaluated on an annual basis and adjusted as needed so that they continue to serve the best interests of the company. The table below summarizes the qualifications and attributes that are important to Unum and addresses how the composition of our Board, as a whole, meets these needs. In addition to the qualifications and attributes described below, financial literacy is expected of all Board members.
| Qualifications and Attributes | Relevance to Unum | Board Composition |
|---|---|---|
| Accounting/Auditing | We operate in a complex financial and regulatory environment with disclosure requirements, detailed business processes and internal controls. | |
| Business Operations | We have significant operations focused on customer service, claims management, sales, marketing and various back-house functions. | |
| Capital Management | We allocate capital in various ways to run our operations, grow our core businesses and return value to shareholders. | |
| CEO or CFO Experience | Experience leading a large, widely-held organization provides practical insights on need for transparency, accountability, and integrity. | |
| Corporate Governance/ESG | As a public company and responsible corporate citizen, we expect effective oversight and transparency, and our stakeholders demand it. | |
| Insurance/Financial Industry Experience | Experience in the insurance and financial services industry provides a relevant understanding of our business, strategy, and marketplace dynamics. | |
| International | With global operations in several countries and prospects for further expansion, international experience helps us understand opportunities and challenges. | |
| Investment Markets | We manage a large and long-term investment portfolio to uphold our promises to pay the future claims of our policyholders. | |
| Recent Public Board Experience | We value individuals who understand public company reporting responsibilities and have experience with the issues commonly faced by public companies. | |
| Regulatory/Risk Management | A complex regulatory and risk environment requires us to develop policies and procedures that effectively manage compliance and risk. | |
| Technology/Digital Transformation | We rely on technology to manage customer data, deliver products and services to the market, pay claims, and enhance the customer experience. |
| 2024 UNUM GROUP PROXY STATEMENT | 17 |
|---|
Board Tenure
Directors with varied tenure contribute to a range of perspectives and allow us to transition knowledge and experience from longer-serving members to those newer to our Board. We have a mix of new and long-standing directors, with our 12 director nomi nees averaging 9 years of service on the Board as of the 2024 Annual Meeting.
Board Diversity
Our Board is comprised of members with a range of backgrounds and overall experience. Since the beginning of 2018, four new directors have joined the Board, allowing us to achieve gender parity among our directors. This achievement reflects our deep commitment to bringing diverse voices to our discussions and decisions. Additionally, one-third of our Board members are racially or ethnically diverse.
Although the Board does not have a specific diversity policy, it recognizes diverse representation on the Board with respect to gender, race, ethnicity, and age, including in positions of leadership, serves to improve dialogue, decision-making, and culture in the boardroom. Our Governance Committee focuses on advancing continued diversity on the Board during refreshment activities by requiring that candidate pools include diverse individuals who meet the recruitment criteria. From the candidate pools, our Governance Committee selects director candidates based on their qualifications and attributes most essential to the Board's future success, as discussed in more detail below. Our director nominees range from 55 to 74 years of age, with the average age being 64.9 years, as of the 2024 Annual Meeting.
- Tenure and age for director nominees is calculated as of the 2024 Annual Meeting. Tenure is rounded to the nearest year and calculated from date of first election.
| 18 | 2024 UNUM GROUP PROXY STATEMENT |
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