Aetna Establishes Majority Voting Standard for Director Elections; Other Corporate Governance Actions Also Taken.HARTFORD, Conn. -- Aetna Inc. (NYSE NYSE See: New York Stock Exchange : AET AET Aetna, Inc. AET After Extra Time AET Actual Evapotranspiration AET Alliance for Environmental Technology AET Alpha-Ethyltryptamine AET Applied Extrusion Technologies, Inc. ) announced today that its Board of Directors has adopted a majority voting Majority voting Voting system under which corporate shareholders vote for each director separately. Related: Cumulative voting. majority voting standard for director elections and taken other steps to further enhance its corporate governance Corporate Governance The relationship between all the stakeholders in a company. This includes the shareholders, directors, and management of a company, as defined by the corporate charter, bylaws, formal policy, and rule of law. . The board amended the company's corporate governance guidelines to include a provision that any director who receives more "withheld" votes than "for" votes in an uncontested election of directors will be required promptly to submit his or her resignation to the Nominating and Corporate Governance Committee of the board. The guidelines require the Nominating Committee to recommend to the board the action to be taken with respect to the resignation and the board to act within a reasonable period of time. The guidelines also require prompt disclosure to the public of each resignation and board decision. The board also amended the company's corporate governance guidelines to provide for confidential voting in uncontested solicitations and amended the company's bylaws The rules and regulations enacted by an association or a corporation to provide a framework for its operation and management. Bylaws may specify the qualifications, rights, and liabilities of membership, and the powers, duties, and grounds for the dissolution of an to provide that the board does not have the right to alter the size of the board beyond a range established by the company's shareholders. "These actions are further evidence of Aetna's long-standing commitment to being a corporate governance leader," said John W. Rowe, M.D., chairman and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. . "Many shareholders in corporate America want more say when it comes to electing directors at companies. Our board studied other alternatives, including cumulative voting A method of election of the board of directors used by corporations whereby a stockholder may cast as many votes for directors as he or she has shares of stock, multiplied by the number of directors to be elected. , and decided that implementing a majority vote standard for director elections most effectively responds to shareholder needs and strengthens our board's accountability to our shareholders. We also believe that the package of enhancements adopted today is consistent with corporate governance best practices." The full text of the company's corporate governance guidelines and bylaws, including the most recent amendments, may be found in the corporate governance section of the company's website at http://www.aetna.com/governance. As one of the nation's leading providers of health care, dental, pharmacy, group life, disability and long-term care long-term care (LTC), n the provision of medical, social, and personal care services on a recurring or continuing basis to persons with chronic physical or mental disorders. benefits, Aetna puts information and helpful resources to work for its approximately 14.435 million medical members, 12.976 million dental members, 9.117 million pharmacy members and 13.662 million group insurance members to help them make better informed decisions about their health care and protect their finances against health-related risks. Aetna provides easy access to cost-effective health care through a nationwide network of more than 684,000 health care professionals, including over 405,000 primary care and specialist doctors and 4,135 hospitals. For more information, please visit http://www.aetna.com. (Figures as of June 30, 2005) |
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