Corporate Governance: Aetna Nominating And Corporate
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Purpose of Committee
The primary purpose of the Nominating and Corporate Governance Committee (the
"Committee") of the Board of Directors (the "Board") of
Aetna Inc. (the "Company") is to assist the Board in identifying and
recommending individuals to the Board for nomination as members of the Board
and its committees, and in developing and recommending to the Board corporate
governance guidelines applicable to the Company.
The Committee shall be composed solely of at least three members of the Board,
each of whom is, in the business judgment of the Board, "independent"
under the rules of the New York Stock Exchange, Inc.
The members of the Committee shall be appointed annually and replaced by the
Committee Structure and Operations
The Board shall designate one member of the Committee as its chairperson. The
Committee shall meet as often as necessary to carry out its responsibilities
under this Charter, but 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 a subcommittee 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. Further, the Committee shall have the sole authority to
select, retain and terminate any search firm to be used to identify Director
candidates and to approve the search firm's fees and other retention terms.
Committee Goals and Responsibilities
The following are the goals and responsibilities of the Committee:
- To identify candidates
believed to be qualified to become Board members, and to recommend to the
Board the nominees to stand for election as Directors of the Company at
the annual meeting of shareholders. In nominating candidates, the
Committee shall take into consideration the criteria set with the
concurrence of the full Board and re-evaluated periodically. The criteria
weighed in the Director selection process include:
the relevance of the candidate's experience to the business of the
Company; enhancing the diversity of the Board; the candidate's
independence from conflict or direct economic relationship with the
Company; and the ability of the candidate to attend Board meetings
regularly and devote an appropriate amount of effort in preparation for
those meetings. It also is expected that outside Directors nominated by
the Board shall be individuals who possess a reputation and hold positions
or affiliations befitting a director of a large publicly held company, and
are actively engaged in their occupations or professions or are otherwise
regularly involved in the business, professional or academic community.
Honorary Directors shall not be appointed.
- To recommend to the Board
the structure, composition and functions of the committees of the Board
and to identify, in consultation with the Chairman and Chief Executive
Officer of the Company, Board members qualified to become members of the
committees of the Board (including this Committee). In nominating a
Director for committee membership, the Committee shall take into
consideration any factors it deems appropriate, including without
limitation, the Director's experience and background, and its relevance to
the goals and responsibilities of the committee and the Director's
- To develop and recommend to
the Board corporate governance principles applicable to the Company, and
to review those principles periodically.
- To review the compensation
of, and benefits for, Directors; the retirement policy for Directors; any
waiver and interpretation of the code of business conduct and ethics
applicable to Directors; and potential conflicts of interest or other
issues arising as a result of other positions held or proposed to be held
by, or any change in circumstances of, a Director.
- To oversee the annual
evaluation of the Board.
- 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