Humana 2010 Annual Report Download - page 136

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conflicts of interest. All employees and directors are required to annually affirm in writing their acceptance of the
code. The Humana Inc. Principles of Business Ethics was adopted by our Board of Directors in February 2004 as
the document to comply with the New York Stock Exchange Corporate Governance Standard 303A.10. The
Humana Inc. Principles of Business Ethics is available on our web site at www.humana.com. 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.
Corporate Governance Items
We have made available free of charge on or through the Investor Relations section of our web site at
www.humana.com our annual reports on Form 10-K, quarterly reports on Form 10-Q, proxy statements, and all
of our other reports, and, if applicable, amendments to those reports filed or furnished pursuant to Section 13(a)
of the Exchange Act, as soon as reasonably practicable after we electronically file such material with, or furnish
it to, the SEC. Also available on our Internet web site is information about our corporate governance, including:
• a determination of independence for each member of our Board of Directors;
• the name, membership, role, and charter of each of the various committees of our Board of Directors;
• the name(s) of the directors designated as a financial expert under rules and regulations promulgated by
the SEC;
• the responsibility of the Company’s Lead Independent Director to convene, set the agenda for, and lead
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 interested parties can communicate with directors;
• the process by which stockholders can make director nominations (pursuant to our By-laws);
• our Corporate Governance Guidelines;
• our Policy Regarding Transactions in Company Securities, Inside Information and Confidentiality;
• stock ownership guidelines for directors and for executive officers;
• the Humana Inc. Principles of Business Ethics and any waivers thereto; and
• the Code of Ethics for the Chief Executive Officer and Senior Financial Officers and any waivers
thereto.
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. 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 21,
2011.
Material Changes to the Procedures by which Security Holders May Recommend Nominees to the
Registrant’s Board of Directors
None.
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