Humana 2008 Annual Report Download - page 119

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• 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;
• our by-laws and Certificate of Incorporation;
• our Majority Vote policy;
• our Related Persons Transaction Policy;
• the process by which stockholders can communicate with directors or make director nominations
(pursuant to our By-laws);
• our Corporate Governance Guidelines;
• the Humana Inc. 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 Humana Inc. 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. We will provide any of these documents in print without charge to any stockholder
who makes a written request to: Vice President and 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, our Proxy Statement for the Annual Meeting of Stockholders scheduled to be held
on April 23, 2009.
Material Changes to the Procedures by which Security Holders May Recommend Nominees to the Registrant’s
Board of Directors
None.
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 23, 2009 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 23, 2009 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
provided to the New York Stock Exchange the certificate as to compliance with the Corporate Governance
Listing Standards of the NYSE.
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 23, 2009 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.
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