AFLAC INCORPORATED
CHARTER OF THE
CORPORATE GOVERNANCE COMMITTEE
OF THE BOARD OF DIRECTORS
The purposes of the Corporate Governance Committee (the "Committee")
of the Board of Directors (the "Board") of AFLAC Incorporated (the
"Company") shall be to select individuals qualified to serve as directors
of the Company and to recommend to the Board directors qualified to serve on
committees of the Board; to advise the Board with respect to the Board composition
and procedures; to develop and recommend to the Board a set of corporate governance
principles applicable to the Company; and to oversee the evaluation of the Board.
COMPOSITION,
MEETINGS AND PROCEDURES
The Committee's composition, meetings and procedures shall be governed by the
following provisions:
1. The Committee shall be comprised of three or more directors who qualify
as independent directors ("Independent Directors") under the listing
standards of the New York Stock Exchange (the "NYSE") or any applicable
rules of the Securities and Exchange Commission
- members of the Committee elected annually to one-year terms by majority
vote of the whole Board
- vacancies filled by majority vote of the whole Board
- removal by majority vote of the Independent Directors then in offic
2. The Committee shall fix its own rules of procedure, which shall be consistent
with the Bylaws of the Company and this Charter
- Committee shall meet at least two times annually
- Board shall designate one member of the Committee as its Chairperson
- Chairperson of the Committee or a majority of the members of the Committee
may also call a special meeting of the Committee
- majority of the members of the Committee present in person or by any
means of communication by which all persons participating in the meeting
may simultaneously hear each other during the meeting shall constitute a
quorum
3. The Committee may form subcommittees for any purpose that the Committee
deems appropriate and may delegate to such subcommittees such power and authority
as the Committee deems appropriate
- no subcommittee shall consist of fewer than two members
- the Committee shall not delegate to a subcommittee any power or authority
required by any law, regulation or listing standard to be exercised by the
Committee as a whole
4. The Committee may request that any directors, officers or employees of
the Company, or other persons whose advice and counsel are sought by the Committee,
attend any meeting of the Committee to provide such pertinent information
as the Committee requests
5. The Committee shall deliver a report on its meetings to the Board and
keep written minutes of its meetings
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DUTIES
AND RESPONSIBILITIES - CORPORATE GOVERNANCE
The Committee shall have the following responsibilities:
1. Make recommendations to the Board regarding corporate governance principles,
including but not limited to:
a. The structure, composition, practices and policies of the Board, including
but not limited to:
- size of the Board
- retirement age of directors
- criteria for Board membership
- director tenure
- stock ownership guidelines
- frequency of meetings
- independence of directors
- mix of management and independent directors
- meetings of non-management directors
- director access to management and independent advisors
- director orientation and continuing education
b. The structure and charters of Board committees
2. Review (at such times as the Committee deems appropriate) the Company's
policies and principles relating to succession planning and management development
3. Serve as the primary resource for the Board in evaluating issues of corporate
governance
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DUTIES
AND RESPONSIBILITIES - BOARD GOVERNANCE
Nominating Board Candidates
4. Recommend criteria for membership on the Board, including expertise, business
or financial experience, character, diversity and other board memberships
of the candidate
5. Review the qualifications of, and select, nominees for election and reelection
as members of the Board
Committees
6. Recommend to the Board, upon appropriate review of the qualifications
of members:
- assignment of members to committees
- appointment of committee chairs
- rotation of committee members
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DUTIES
AND RESPONSIBILITIES - ANNUAL ASSESSMENT AND MONITORING OF BOARD PERFORMANCE
AND THE COMMITTEE
7. Oversee and manage the annual assessment of Board performance
8. Perform an annual assessment of the Committee, including an assessment
of whether this Charter should be amended in any way, and report (orally or
in writing, as the Committee shall deem appropriate) the findings of such
assessment to the Board
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DUTIES
AND RESPONSIBILITIES - GENERAL
9. Retain, at the Company's expense, such independent counsel or other advisors
as the Committee deems necessary
10. Have sole authority to retain or terminate any search firm to be used
to identify director candidates, including sole authority to approve the search
firms' fees and other retention terms, such fees to be borne by the Company
11. Undertake from time to time additional activities within the scope of
this Charter as the Committee may deem appropriate
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