Corporate Governance: Aetna Audit Committee Charter
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Purpose of Committee
The primary purpose of the Audit Committee (the "Committee") of the Board of Directors (the "Board") of Aetna Inc. (the "Company") is to assist the Board in its oversight of (1) the integrity of the financial statements of the Company, (2) the independent accountants' qualifications and independence, (3) the performance of the Company's internal audit function and independent accountants, and (4) the compliance by the Company with legal and regulatory requirements. The Committee shall also prepare an audit committee report as required by the rules of the Securities and Exchange Commission ("SEC") to be included in the Company's annual proxy statement.
The Committee shall provide a forum for private and direct communications between Committee members and the Company's independent accountants, Internal Audit Department and senior financial management. The Committee shall serve as a channel of communication to the Board for the Company's independent accountants and Internal Audit Department. The Committee also shall, upon request, provide prompt access for the independent accountants and Internal Audit Department to meet directly with the Board. In addition, the Committee will establish procedures to receive, retain and treat complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and for the confidential, anonymous submission by Company employees of concerns regarding questionable accounting or auditing matters.
The function of the Audit Committee is oversight. The management of the Company is responsible for the preparation, presentation and integrity of the Company's financial statements and management's annual assessment of the Company's internal controls over financial reporting. Management and the Internal Audit Department are responsible for maintaining appropriate accounting and financial reporting principles and policies and internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The independent accountants are responsible for planning and carrying out proper annual audits and quarterly reviews of the Company's financial statements. In fulfilling their responsibilities hereunder, it is recognized that members of the Committee are not full-time employees of the Company and, as such, it is not the duty or responsibility of the Committee or its members to conduct auditing or accounting reviews or procedures. Each member of the Committee shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data prepared or presented by officers or employees of the Company, legal counsel, independent accountants or other persons with professional or expert competence.
The Committee shall be composed of at least three Directors, who shall satisfy the applicable independence, experience and other membership requirements under the rules of the New York Stock Exchange, Inc. (the "NYSE"), as such requirements are interpreted by the Board in its business judgment, and under applicable law.
All new Committee members also participate in an Audit Committee Orientation Program where they are provided with appropriate background information about the Company and the workings of the Committee.
The members of the Committee shall be appointed annually and may be replaced by the Board.
Committee Structure and Operations
The Board shall designate one member of the Committee as its Chairman. The Committee shall meet as often as necessary to carry out its responsibilities under this Charter, but at least five times a year. The Committee shall make regular reports to the Board.
The Committee is empowered, to the extent it deems necessary or appropriate, to retain outside legal, accounting or other advisers having special competence as necessary to assist it in fulfilling its responsibilities and duties.
Committee Authority and Responsibilities
The Committee is directly responsible for the appointment, compensation, retention and oversight of the work of the independent accountants and any other accounting firm engaged to perform audit, review or attest services (including the resolution of any disagreements between management and any auditor regarding financial reporting). The independent accountants and any other such accounting firm will report directly to the Committee.
The Committee shall have available appropriate funding from the Company, as determined by the Committee, for compensation to the independent accountants, any other accounting firm or other advisers engaged, and for the Committee's ordinary administrative expenses.
The Committee is authorized to perform each of the specific duties set forth herein and any other duties it considers necessary or advisable to carry out its purpose, responsibilities and its specific duties. To the extent relevant to carrying out its purpose, responsibilities and duties, the Committee is empowered to recommend that any activity of the Company be investigated and, in appropriate circumstances, the Committee is empowered to investigate any activity of the Company.
The Committee Chairman sets the meeting agendas in consultation with management and other Committee members. Among other things, an assessment of potential risks of the Company conducted by management and the Internal Audit Department is taken into account in setting the Committee's agendas, in consultation with the independent accountants.
In discharging its responsibilities, the Committee shall perform the following duties, as well as any other additional duties as may be required by NYSE rule or applicable law:
Relationship with Independent Accountants
a. The Committee will annually review the qualifications, performance and independence of the independent accountants. The Committee's evaluation shall also include the review and evaluation of the lead partner of the independent accountants. In conducting this review, the Committee shall obtain and review a report from the independent accountants describing (a) the independent accountants' internal quality-control procedures, (b) any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm, and any steps taken to deal with any such issues, (c) any significant litigation against the firm, and (d) all relationships between the independent accountants and the Company. The Committee will actively engage in a dialogue with the independent accountants with respect to any disclosed relationships or services that may impact the objectivity and independence of the independent accountants. The Committee shall discuss with the independent accountants the rotation of the lead audit partner or other members of the independent accountants' audit team. The Committee periodically shall consider whether it is appropriate to rotate the independent accountants. The Committee will also confer with management and the internal auditors in reviewing the qualifications, performance and independence of the independent accountants. The Committee shall present its conclusions to the Board.
b. The Committee shall pre-approve all audit engagement fees and terms and all non-audit engagements with the independent accountants. The Chairman of the Committee may pre-approve any proposed engagements that arise between Committee meetings, provided that any such decision is presented to the full Committee at its next scheduled meeting.
c. Meet in private session with the independent accountants at each regularly scheduled in-person meeting of the Committee.
d. Review with the independent accountants the planning, staffing and scope of their examination with emphasis on accounting and financial areas where the Committee, management or the accountants believe special attention should be directed.
e. Review with the independent accountants:
Relationship with Internal Audit Department
a. Review and consult with management in management's appointment, compensation, replacement, reassignment and dismissal of the Director of Internal Audit.
b. Meet in private session with the Director of Internal Audit at each regularly scheduled in-person meeting of the Committee.
c. Review the Internal Audit Department's objectives, resources and effectiveness, its organizational position, objectivity and status within the Company, and its annual audit plan, including its coordination with the examination performed by the independent accountants. Also review such matters with the independent accountants.
d. Review the results of the Internal Audit activities for the year. Review their consideration of the internal control structure and their evaluation regarding the adequacy of those controls over the financial reporting process, including computer controls and security.
e. Review periodically the Internal Audit Department's written Charter and inquire whether the Department is in compliance with relevant professional standards.
Relationship with Management
a. Meet in private session with management at each regularly scheduled in-person meeting of the Committee; also meet in private session regularly with the General Counsel regarding legal compliance matters (including violations of law and breaches of fiduciary duties).
b. Review their consideration of the internal control structure and their evaluation regarding the adequacy of those controls over the financial reporting process, including computer controls and security. Review and discuss management's annual report required by applicable law with respect to the Company's internal controls, and the process by which the report is produced.
c. Before publication, meet to review and discuss with management and the independent accountants the annual financial statements and quarterly financial statements, related footnotes and related disclosures, including reviewing the specific disclosures under management's discussion and analysis of financial condition and results of operations and to review management's annual assessment of the Company's internal controls over financial reporting and the independent accountant's annual attestation thereof. Review and discuss the Chief Executive Officer's and Chief Financial Officer's quarterly certification required by applicable law with respect to the Company's financial statements and reports and other matters filed with the SEC, as well as management's annual certification required by NYSE rule with respect to compliance with listing standards, and the process by which these certifications are produced. Discuss earnings press releases, including the use of "pro forma" or "adjusted" non-GAAP information, as well as financial information and earnings guidance provided to analysts and rating agencies.
d. Discuss all critical accounting policies and practices, and any significant changes in selection or application of accounting principles proposed by management.
e. Discuss significant accounting accruals, reserves or other estimates made by management, including reviewing the actuarial reports concerning the annual actuarial opinions. Discuss management's medical cost forecasting, processes, management of medical costs and related product pricing issues.
f. Discuss any other analyses prepared by management and/or the independent accountants setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analyses of the effects of alternative GAAP methods on the financial statements.
g. Discuss with management and the independent accountants any correspondence with regulators or governmental agencies that raise material issues regarding the Company's financial statements or accounting policies.
h. Discuss the significant accounting, reporting, regulatory and other developments affecting the Company's annual and quarterly financial statements, related footnotes and related disclosures.
i. Review the effect of any off-balance sheet structures on the Company's annual and quarterly financial statements, related footnotes and related disclosures.
j. Inquire whether a second opinion regarding a significant accounting matter had been sought and, if so, discuss the accounting method selected.
k. Review management letter comments received and management's response to/implementation of those comments.
a. Discuss periodically management's policies with respect to risk assessment and risk management, and discuss periodically with the independent accountants, management and Internal Audit Department significant financial risk exposures and the steps management has taken to monitor, control and report such exposures. Discuss periodically management's procedures regarding disaster recovery and business continuity. Discuss periodically the company's insurance programs.
b. Consider whether there are any emerging issues which the Committee should become involved with in the future.
c. Review transactions or courses of dealing with parties related to the Company which are significant in size or involve terms or other aspects that differ from those that would likely be negotiated with independent parties and that are relevant to an understanding of the Company's financial statements.
d. Discuss periodically with management the program that management establishes to monitor compliance with the Company's code of conduct and laws and regulations, and control systems related to compliance with internal policies. Review provider and other fraud activity.
e. Discuss periodically with management risks associated with significant outsourced projects.
f. Meet in executive session at each regularly scheduled in-person meeting of the Committee.
g. Establish Company policies for the hiring of employees or former employees of the independent accountants.
h. Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.
i. Evaluate the Committee's performance annually.
j. Perform any other responsibilities delegated to the Committee by the Board from time to time.