Humana 2006 Annual Report Download - page 112

Download and view the complete annual report

Please find page 112 of the 2006 Humana annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 126

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126

Directors, including a determination of independence for each member, the various committees of our Board of
Directors, the charters of these committees, the name(s) of the Directors designated as a financial expert under
rules and regulations promulgated by the SEC, the process for designating a lead director to act at executive
sessions of the non-management Directors, the pre-approval process of non-audit services provided by our
independent accountants, the process by which stockholders can communicate with Directors, the process by
which stockholders can make Director nominations, the Company’s Corporate Governance Guidelines, the
Humana Principles of Business Ethics, and the Code of Ethics for the Chief Executive Officer and Senior
Financial Officers. Any waivers or amendments for Directors or Executive Officers to the Principles of Business
Ethics and the Code of Ethics for the Chief Executive Officer and Senior Financial Officers will be promptly
displayed on our web site. The Company will provide any of these documents in print without charge to any
stockholder who makes a written request to: Corporate Secretary, Humana Inc., 500 West Main Street, 27th floor,
Louisville, Kentucky 40202. Additional information about these items can be found in, and is incorporated by
reference to, the Company’s Proxy Statement for the Annual Meeting of Stockholders scheduled to be held on
April 26, 2007.
Material Changes to the Procedures by which Security Holders May Recommend Nominees to the Registrant’s
Board Of Directors
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 26, 2007 appearing under the caption “Majority
Vote Policy” of such Proxy Statement.
Audit Committee Financial Expert
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 26, 2007 appearing under the caption “Corporate
Governance-Audit Committee” of such Proxy Statement.
Audit Committee Composition and Independence
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 26, 2007 appearing under the caption “Corporate
Governance-Committee Composition” of such Proxy Statement.
Certifications
Our CEO and CFO have signed the certifications required by Sections 302 and 906 of the Sarbanes-Oxley
Act. These certifications are filed as Exhibits to this Annual Report on Form 10-K. Additionally, our CEO has
signed the certificate as to compliance with the Corporate Governance Listing Standards adopted by the New
York Stock Exchange as of December 31, 2005 and will sign the certificate as to such compliance as of
December 31, 2006.
ITEM 11. EXECUTIVE COMPENSATION
Additional 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 26, 2007 appearing under the captions
“Compensation Committee Interlocks and Insider Participation,” “Director Compensation,” “Compensation
Discussion and Analysis,” “Organization & Compensation Committee Report,” and “Executive Compensation of
the Company” of such Proxy Statement.
100