Purpose of Committee
The primary purpose of the Executive Committee (the “Committee”) of the Board of Directors (the “Board”) of Aetna (the “Company”) is to act on behalf of the full Board between regularly scheduled Board meetings, usually when timing is critical. The Committee has and may exercise all of the powers and authority of the Board, subject to such limitations as the Board and/or applicable law may from time to time impose.
The Committee shall be composed of at least three members of the Board, including the Chairman of the Board (the “Chairman”).
The members of the Committee shall be appointed annually and replaced by the Board.
Committee Structure and Operations
The Chairman shall be the chairperson of the Committee. The Committee shall meet at the call of the Chairman. The Committee shall report its actions to the Board.
The Committee shall have the resources and authority appropriate to discharge its responsibilities, including the authority to retain counsel and other experts or consultants.