Humana 2014 Annual Report Download - page 140

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132
Section 16(a) Beneficial Ownership Reporting Compliance
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 16, 2015 appearing under the caption “Section 16(a) Beneficial
Ownership Reporting Compliance” of such Proxy Statement.
Code of Conduct for Chief Executive Officer and Senior Financial Officers
We have adopted a Code of Conduct for the Chief Executive Officer and Senior Financial Officers, violations of
which should be reported to the Audit Committee. The code may be viewed through the Investor Relations section of
our web site at www.humana.com. Any amendment to or waiver of the application of the Code of Conduct for the Chief
Executive Officer and Senior Financial Officers will be promptly disclosed through the Investor Relations section of
our web site at www.humana.com.
Code of Business Conduct and Ethics
Since 1995, we have operated under an omnibus Code of Ethics and Business Conduct, currently known as the
Humana Inc. Ethics Every Day. All employees and directors are required to annually affirm in writing their acceptance
of the code. The Humana Inc. Ethics Every Day was adopted by our Board of Directors in June 2014, replacing a
previous iteration of our Code of Ethics and Business Conduct – the Humana Inc. Principles of Business Ethics – as
the document to comply with the New York Stock Exchange Corporate Governance Standard 303A.10. The Humana
Inc. Ethics Every Day 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, if applicable, 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;