Investment and Finance Committee
Purpose of Committee
The primary purposes of the Investment and Finance Committee (the
"Committee") of the Board of Directors (the "Board") of
Aetna Inc. (the "Company") are to assist the Board in reviewing the
Company's investment policies, strategies, transactions and performance, and in
overseeing the Company's capital and financial resources.
The Committee shall be composed of at least three members of the Board.
The members of the Committee shall be appointed annually by the Board.
Committee Structure and Operations
The Board shall designate one member of the Committee as its chairperson. The
Committee shall meet at least three times a year. The Committee shall make
regular reports to the Board. The Committee may, in its discretion, delegate all
or a portion of its duties and responsibilities to subcommittees of the
The Committee shall have the resources and authority appropriate to discharge
its responsibilities, including the authority to retain counsel and other
experts or consultants.
Committee Goals and Responsibilities
The following are the goals and responsibilities of the Committee:
- To oversee the investment
policies, strategies, and programs of the Company and its subsidiaries.
- To delegate authority to
management to execute individual investment transactions on behalf of the
Company within policies and limits approved by the Committee and to
approve investment transactions on behalf of the Company that exceed such
- To review investment
transactions made on behalf of the Company and its subsidiaries.
- To review the performance of
the investment portfolios of the Company and its subsidiaries.
- To oversee the Company's
processes for managing the finances of its employee pension and defined
contribution benefit plans. (In doing so, the Committee will receive
reports on the investment policies and strategies established by the
Company's internal benefit finance committee and the performance of the
investment portfolios supporting these plans. It will also receive reports
concerning the actuarial assumptions and funding policy established by the
Company for the defined benefit pension plan.)
- To review the Company's
Capital Plan and to review and provide guidance to the Board on
significant financial policies and matters of corporate finance, including
the Company's dividend policy, share repurchase program, and the issuance
or retirement of debt and other securities.
- To review and provide
guidance to the Board about proposed mergers, acquisitions, divestitures
and other similar transactions.
- To review significant
multi-year strategic capital project expenditures and management.
- To review and reassess the
adequacy of this Charter annually and recommend any proposed changes to
the Board for approval.
- To evaluate its own
- To perform any other
responsibilities delegated to the Committee by the Board from time to time.