Committee’s Purpose
The purpose of the Compliance Committee of the Board of Directors (the “Committee”) is to:  (a) oversee the Company’s policies, programs, and procedures to ensure compliance with relevant laws, the Company’s Code of Conduct, and other relevant standards; (b) monitor the Company’s efforts to implement legal obligations arising from settlement agreements and other similar documents, and (c) perform any other duties as are directed by the Board of Directors of Aon Corporation (“Board”).

Committee Membership
The membership of the Committee shall consist of at least three directors who are not present or former employees of the Company.  The members of the Committee shall be appointed by the Board in consultation with the Chairman and CEO.

Committee Chairman
The Chairman of the Compliance Committee shall (a) chair all meetings of the Committee; (b) prepare all meeting agendas in consultation with the Chief Compliance Officer; and (c) make regular reports to the full Board.  The Chairman of the Board shall appoint the Chairman of the Committee.

Meeting Schedule
The Committee will meet at least quarterly with the Company’s Chief Compliance Officer and other relevant officers as necessary, including the Chief Operating Officer, General Counsel, Vice President - Internal Audit.

Duties and Responsibilities
The Committee shall have the duty and responsibility to:

  1. Monitor Aon’s compliance with standards of conduct regarding compensation from insurers;
  2. Oversee the Company’s compliance efforts with respect to relevant laws, the Company’s Code of Conduct, and other relevant standards and monitor the Company’s efforts to implement legal obligations arising from settlement agreements and other similar documents;
  3. Review the Company’s overall compliance program to ensure it is well communicated, supports lawful and ethical business conduct by employees, and reduces risk to the Company for noncompliance with laws and regulations relative to the Company’s business;
  4. Review complaints received from internal and external sources, including the employee Hotline, regarding matters other than the financial matters which are within the purview of the Audit Committee;
  5. Review and issue reports required by settlement agreements or other relevant legal obligations; This includes preparing a quarterly report to the Board of Directors and assisting the Board in filing the required annual report.
  6. Review and monitor the Company’s compliance training initiatives on various topics, including but not limited to acceptable forms of compensation, conflicts of interest, antitrust and trade practices compliance and record keeping;
  7. Review the Company’s Code of Business Conduct; Values Statement and other corporate policy statements;
  8. Review the policies, programs and procedures for ensuring compliance with relevant laws, the Company’s Code of Conduct, other relevant standards, and legal obligations, including those imposed by settlement agreements;
  9. Review regularly the Company’s compliance risk assessment plan.
  10. Investigate or cause to be investigated any significant instances of noncompliance; or potential compliance violations that are reported to the Committee;
  11. Periodically report to the Board and CEO on the adequacy and effectiveness of the Company’s compliance program; and
  12. Perform such other duties and responsibilities as may be assigned to the Committee by the Board.

Administration
The Committee relies on the expertise and knowledge of management, including the Compliance Officer, the General Counsel, and the Vice President - Internal Audit in carrying out its responsibilities.  Management of the Company is responsible for conforming the Company’s conduct to the dictates of the Settlement Agreement and other laws generally.

It is not the duty of the Committee to plan or conduct compliance audits, to conduct investigations, or to assure compliance with relevant laws, the Company’s Code of Conduct, and other relevant standards, including those imposed by settlement agreements.  Rather, the Committee will oversee the relevant work of the Compliance Officer and will receive reports from the Compliance Officer, the General Counsel, the Vice President - Internal Audit and other members of management about issues that may arise concerning the Company’s compliance with various laws and regulations.

The Committee will have the resources and authority necessary to discharge its duties and responsibilities, including the authority to retain outside counsel or other experts or consultants, as it deems appropriate.  Any communication between the Committee and legal counsel in the course of obtaining legal advice will be considered privileged communications of the Company and the Committee will take all necessary steps to preserve the privileged nature of those communications.