Humana 2003 Annual Report Download - page 106

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Code of Business Conduct and Ethics
Since 1995, the Company has operated under an omnibus Code of Ethics and Business Conduct, known as
the Humana Inc. Principles of Business Ethics, which includes provisions ranging from restrictions on gifts to
conflicts of interest. All employees are required to affirm in writing their acceptance of the code. The Humana
Inc. Principles of Business Ethics was adopted by our Board of Directors as the document to comply with the
New York Stock Exchange Corporate Governance Standard 303A.10. The Humana Inc. Principles of Business
Ethics may be viewed on our web site at www.humana.com. The Humana Inc. Principles of Business Ethics are
also available upon a written request addressed to Humana Inc. Corporate Secretary at 500 West Main Street,
27th Floor, Louisville, Kentucky 40202. Any waiver of the application of the Humana Inc. Principles of Business
Ethics to directors or executive officers must be made by the Board of Directors and will be promptly disclosed
on our web site at www.humana.com.
Committee Charters
Charters governing the Audit Committee, Executive Committee, Investment Committee, Medical Affairs
Committee, Nominating & Governance Committee and Organization & Compensation Committee of the Board
of Directors are available on our web site at www.humana.com and are also available upon a written request
addressed to Humana Inc. Corporate Secretary at 500 West Main Street, 27th Floor, Louisville, Kentucky 40202.
Corporate Governance Guidelines
The Board of Directors has adopted Corporate Governance Guidelines, which are intended to comply with
the requirements of Section 303A.09 of the NYSE Listed Company Manual. The code is attached as Appendix A
to our Proxy Statement for the Annual Meeting of Stockholders scheduled to be held on April 22, 2004. The
Corporate Governance Guidelines may be viewed on our web site at www.humana.com and are also available
upon a written request addressed to Humana Inc. Corporate Secretary at 500 West Main Street, 27th Floor,
Louisville, Kentucky 40202.
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 April 22, 2004 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 April 22, 2004 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 April 22, 2004 appearing under the caption “Certain
Transactions with Management and Others” of such Proxy Statement.
ITEM 14. AUDITOR FEES AND SERVICES
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 April 22, 2004 appearing under the caption “Audit
Committee Report” of such Proxy Statement.
Audit Committee Pre-approval Policies and Procedures
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 April 22, 2004 appearing under the caption “Audit
Committee” and under the caption “Audit Committee Report” of such Proxy Statement.
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