Humana 2002 Annual Report Download - page 94

ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is incorporated herein by reference from our Proxy Statement for the
Annual Meeting of Stockholders scheduled to be held on May 15, 2003 appearing under the caption “Executive
Compensation of the Company” of such Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this Item is herein incorporated by reference from our Proxy Statement for the
Annual Meeting of Stockholders scheduled to be held on May 15, 2003 appearing under the caption “Security
Ownership of Certain Beneficial Owners of Company Common Stock” of such Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this Item is herein incorporated by reference from our Proxy Statement for the
Annual Meeting of Stockholders scheduled to be held on May 15, 2003 appearing under the caption “Certain
Transactions with Management and Others” of such Proxy Statement.
ITEM 14. CONTROLS AND PROCEDURES
Within 90 days prior to the filing date of this report, we carried out an evaluation, under the supervision and
with the participation of our Chief Executive Officer, or CEO and Chief Financial Officer, or CFO, of the
effectiveness of the design and operation of our disclosure controls and procedures including our internal
controls.
The company’s management, including the CEO and CFO, does not expect that our disclosure controls and
procedures including our internal controls will prevent all error and all fraud. A control system, no matter how
well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the
control system are met. Further, the design of a control system must reflect the fact that there are resource
constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent
limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, within our Company have been detected. These inherent limitations include the
realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error
or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of
two or more people, or by management override of the control. The design of any system of controls also is
based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that
any design will succeed in achieving its stated goals under all potential future conditions; over time, control may
become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures
may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error
or fraud may occur and not be detected.
Based on this evaluation, our CEO and CFO concluded that our disclosure controls and procedures
including our internal controls are effective in timely alerting them to material information required to be
included in our periodic SEC reports. There have been no significant changes in our internal controls or in other
factors that could significantly affect those controls subsequent to the date we carried out our evaluation.
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