Code of Conduct



June 2010

Code of Business Conduct and Ethics Quick Links

Message from the CEO

Dear Fellow Employees,

At Aflac, our values form the foundation on which we build relationships of trust with our fellow employees, customers, shareholders, business partners and suppliers, government regulators. These values – Teamwork, Respect, Fairness, Honesty, Integrity and Responsibility – are the same values upon which my father and his Aflac co-founders built our Company. This Code of Business Conduct and Ethics (our "Code") shows us how to apply these values to our everyday business conduct.

Each of us-employees, officers and directors alike-are expected to conduct business according to these values. It is important to remember that, by working at Aflac, we have made a commitment to ethical and lawful business conduct, and we must make all of our business decisions in this light. It is important to note that, because our business depends on Aflac's reputation for integrity and principled business conduct, the policies discussed in this Code may go beyond the requirements of the law. The Code serves as our primary guide and shows us what is expected of us in all of our business activities.

We are all expected to understand and follow the policies set forth in this Code. Read it carefully and make sure that you understand the rules it sets forth, as well as its importance to the success of our Company. If you have any questions about the Code, it is your responsibility to ask. You can speak with any of the contacts listed in the Code or call the Aflac Helpline number at 1-800-981-6497, where you can make an anonymous report. No one will be subject to retaliation for reporting violations in good faith.

We will be asked to certify our compliance with this Code. Each year we must renew that pledge, indicating that we understand the Code and will continue to abide by its provisions.

I'd like to thank you for the hard work you've done for our Company and for ensuring that your conduct reflects our values and upholds our reputation for integrity, ethical conduct and trust.


Daniel P. Amos

Chief Executive Officer


In order to serve our customers to the best of our ability, we must work as a team. To accomplish this, we must communicate openly and honestly. Remember, there’s no such thing as too much communication. By working as a team and creating a community based on trust, we strengthen our Company’s ethical culture and succeed together.

Putting Our Code to Work

Our Code is based on the same values set forth in The Aflac Way-Teamwork, Respect, Fairness, Honesty, Integrity and Responsibility. As you read our Code, you will recognize these values as the ones our Company has followed since the Amos brothers founded Aflac more than 50 years ago. Each of us-employees, officers and directors-has a duty to conduct business with these tried-and-true values in mind. In doing so, we uphold both the letter and the spirit of the Code, ensuring that our Company provides the same kind of genuine, caring and personal service that our founders set as our standard.

By working for Aflac, we have each made commitments to our Company’s various stakeholders-our fellow employees, customers, shareholders, business partners and suppliers, as well as our communities, the environment and government regulators. Our Code is a guide that shows us what responsibilities we have towards these stakeholders and how to go about fulfilling them.

Seeking Guidance and Reporting Concerns

Because our Code only serves as a guide, it cannot address every situation you might come across. If you have questions regarding any of the policies discussed in this Code or are unsure what to do in a particular situation, please seek guidance from your supervisor, management, our Compliance Coordinator, our General Counsel or any of the other resources identified in this Code. Remember &8211; when in doubt, ask.

If you know of or suspect a violation of our Code, our Company’s policies, or applicable laws or regulations, you must report your concerns promptly. By communicating your concerns, you will be contributing to our Company’s ethical culture and our goal of working together to make Aflac as successful as possible.

Although you may choose to report violations anonymously, please keep in mind that doing so may limit our Company’s ability to investigate your concerns.

To make a report, you may contact our Compliance Coordinator in any of the following ways:

In addition, you may:

Our Non-Retaliation Policy

No one will be retaliated against for making a good faith report of suspected violations of the law or our Code. Reporting in “good faith” means that you have provided all of the information you have and you believe it to be true. We are also protected from any acts of retaliation for participating in investigations of such reports.

Investigating Suspected Violations

Aflac will investigate all reports quickly and thoroughly, making every effort to protect your confidentiality during this process. Our Compliance Coordinator will review all reports of known or suspected violations, and will then address the issue or forward it to the appropriate party for investigation and resolution. Reports detailing the results of the investigation will be distributed only to those individuals who have a need to know.

If you report a violation in which you are personally involved, your level of cooperation will be considered when determining whether leniency of disciplinary action is appropriate.

Audits of Compliance

We are all expected to abide by the provisions of this Code, our Company policies and procedures, and applicable laws and regulations. To monitor our compliance, internal and external auditors and others may periodically review our operations.

Violations of Our Code

Our Company will use every reasonable effort to prevent and/or halt violations of our Code and other Company policies and procedures. Such violations may result in disciplinary action, up to and including termination of employment, and possible civil or criminal liability. In appropriate circumstances, Aflac may take legal action against violators.


As Aflac employees, we must treat everyone we encounter with the same respect and care that we would expect from them. Our founders said, “No one is bigger in our eyesight.” Today, it is just as important to make that commitment-to act with respect and care for our stakeholders and our Company.

Creating a Positive Workplace

We all have a responsibility to treat each other in the way we would like to be treated-with utmost respect.

Diversity and Non-Discrimination

We must each embrace diversity and work to promote equal opportunity at every level of our Company. This means that we make all employment decisions based on merit and not on a person’s race, color, national origin, country of citizenship, veteran status, medical condition, religion, age, gender, sexual orientation, gender identity, marital status, disability or any other basis prohibited by law.


We must commit ourselves not only to creating an environment free of discrimination, but also one free of harassment. In general, “harassment” is any form of inappropriate conduct toward another person that has the purpose or effect of creating an intimidating, hostile or offensive work environment. This includes physical actions and both verbal and written remarks, whether done by an employee or a non-employee.

Harassing behavior can take many forms, including verbal abuse and intimidating behavior. Sexual harassment includes harassing conduct of a sexual nature, including unwelcome, unsolicited and discriminatory sexual advances. Regardless of the form harassment takes, it will not be tolerated.

If you have questions regarding our discrimination or harassment policies, please refer to our Employee Handbook. In addition, if you observe, hear of or are subject to harassment or discrimination, report it immediately. Our Company will resolve reports of discrimination or harassment promptly and thoroughly. You should never fear making a good faith report, as our Company will protect you from acts of retaliation.


Q: Marcus is good friends with his supervisor, Lucinda. Lucinda recently confided in him that she ignored his fellow specialist’s application for a management position because of the specialist’s ethnicity. Marcus was offended, but doesn’t want to get Lucinda in trouble. What should he do?

A: Marcus should contact anyone listed in “Seeking Guidance and Reporting Concerns” and report Lucinda’s discriminatory behavior. Lucinda made an employment decision based on ethnicity-a protected characteristic-and has therefore violated our Code, Company policy and the law.


Q: Lisa recently broke up with her boyfriend. Her coworker, Charlie, has been helping her through this tough time. But lately, he’s been making advances by massaging her shoulders and hugging her inappropriately at work. Lisa told Charlie that he's making her feel uncomfortable and that she’s only interested in his friendship, but he hasn’t stopped. Who should she talk to about this?

A: Lisa should speak to her supervisor, department head or anyone listed in “Seeking Guidance and Reporting Concerns.” Charlie’s conduct constitutes sexual harassment and will not be tolerated at Aflac.


Keeping Our Workplace Safe and Healthy

Out of respect for each other, we must make it a priority to maintain a safe and healthy workplace. To do so, we must follow safe working procedures at all times and actively work to prevent accidents. If you are aware of an unsafe working condition or have a safety concern, report it immediately to Risk Management.


Keeping our work environment safe and healthy also means working to prevent workplace violence. Aflac does not tolerate violent behavior or threats of violence, even if made in a joking manner. Immediately report acts or threats of violence in our workplace to Security. If you feel that you or another person is in immediate danger, call 911.

Drugs and Alcohol

Because safety comes first, we must also remain free from the influence of drugs, alcohol or any other substance that could potentially impair our ability to work safely and effectively while conducting Aflac business. This is true regardless of whether you are on Company premises or working elsewhere on behalf of Aflac. While this prohibition does not apply when we attend Company events where alcohol is served, your consumption should be moderate in these situations. Additionally, you may not use, possess, sell, offer or distribute illegal drugs or other controlled substances while working on behalf of our Company.


Our commitment to a healthy workplace does not end at the walls of our buildings. As respectful members of the communities where we operate, as well as our global community, we must all strive to protect the environment wherever we do business. We have a duty-not only to each other, but also to our future generations-to protect our natural resources and our habitat. As such, we must conduct business in full compliance with all applicable environmental laws and standards.

Safeguarding Our Company Assets

We must treat our Company’s assets-which have been gained through the hard work of many people over many years-with respect and care. This means we must safeguard them to the best of our ability at all times.

Physical Assets

Our Company’s physical assets-such as funds, buildings, property, vehicles and equipment-may only be used for business-related purposes that are lawful and authorized. While limited personal use of our computer and office equipment is permissible, we must use them responsibly and in an authorized manner.

In addition, our Company uses a vast array of automated systems for processing and maintaining our data files. Since these resources are vital to our Company’s business, we must follow established internal control procedures when using them and protect them from harm or misuse.

Please also see the sections of our Code titled “Participating in Political Activities” and “Exchanging Gifts and Entertainment” for further information about proper use of Company funds.

Proprietary Information

We must also protect our Company’s proprietary information-including intellectual property, business records, financial results, sales figures, personnel records and all other business information- from loss, theft or damage. In particular, we must carefully guard our patents, trademarks and Aflac-developed computer programs. The computer programs and processes that we develop as part of our job responsibilities are the property of our Company, which retains all rights to this software. We may not share Aflac proprietary information with anyone who does not have a business need to know it.

In addition, it is important that we respect the intellectual property belonging to others. This means we must comply with third-party software licensing agreements that govern the software our Company uses. Unauthorized use, modification or copying of licensed software or software documentation is never allowed. We may never use software that we know or suspect has been illegally copied or altered.


Q: Johannes, an Aflac application developer, has several Aflac-developed computer programs on his Company laptop, which he frequently uses to do work at home. His wife owns a small side business and has asked to use one of these programs, which involves data processing. Can Johannes share this software with his wife at home, since her company in no way competes with Aflac?

A: No. By working for Aflac, Johannes has a responsibility to protect Aflac’s intellectual property and may not share it with anyone who doesn’t have a business need to know it, including his wife.


Confidential Information

Our customers have entrusted their personal data to us, and our number one priority is to safeguard it. Our policyholders must be able to trust that we will treat their sensitive information with care and not disclose it to anyone that does not have a business need to know it, except to the extent required by law. Our Company’s Privacy Policy and Procedures govern the use and disclosure of policyholder information.

In addition, we have a duty to protect “trade secret” information, such as technical information, financial data and internal procedures regarding the way we do business. Release of this information without authorization could harm our Company’s ability to compete. If you have any questions about the confidentiality of a particular document, please contact our Legal Department.

Through our jobs, many of us have access to extensive files of information about fellow employees, suppliers, consultants and other business partners. Much of this information is confidential and it is our duty to keep it that way. We must protect this information as carefully as we would protect our own personal information. If you have any questions about protecting confidential information, contact our Privacy Office.


Q: How should I protect confidential information?

A: You can keep confidential information safe in many ways, including:

Keeping your password private.

You must keep your password confidential. This means that you shouldn’t share it with anyone. Passwords shouldn’t be displayed on computer terminals or programmed automatically as part of the log-on process. Report any disclosure of your password to the Computer Security Administrator or your supervisor immediately.


Safeguarding computer and printed data.

You can also protect Company confidential data by safeguarding the data displayed on your monitor and any Company information you have in printed form to the best of your ability. If you’re leaving your work area, log off your terminal to prevent unauthorized access.

Preserving data files.

You’re responsible for the integrity of all data files that you work with or have access to. Don’t take any action that would compromise the integrity of any files containing significant corporate information. Basic precautions, such as security access controls and edit checks, should be incorporated into automated systems to ensure the accuracy, completeness and integrity of our data files. Unauthorized use of any software that is designed for the destruction of data files or for bypassing security is prohibited.


We can only truly work as a team if we are committed to acting fairly in everything we do. This means we must conduct business with our fellow employees and our Company in mind and without any conflicts of interest.

Avoiding Conflicts of Interest

Each of us is expected to further our Company's interests and to make all business decisions objectively and without bias. Our obligation to conduct business in a loyal, fair and ethical manner means that we must avoid actual or apparent conflicts of interest. A “conflict of interest” occurs when our personal interests interfere, or appear to interfere, with those of our Company. Conflicts of interest do not in themselves constitute ethical or legal violations, as long as they are properly disclosed.

The principles contained in this section apply not only to each of us, but also to our family members. “Family members” include our spouses, children, legal dependents and parents. If you have any questions about the rules regarding conflicts of interest, consult your supervisor or any other contact in this Code.

Improper Personal Benefits

Conflicts of interest arise when you or a family member receive an improper personal benefit due to your position at our Company. All such benefits, including Company loans or guarantees of personal obligations, must be authorized according to Company policy and reported to our General Counsel.

In addition, you may not participate in any decisions concerning either Aflac’s issuance of an insurance policy or the payment of any claim made under a policy if you are related to the applicant or claimant by blood or marriage.

Financial Interests in Other Businesses

Neither you nor your family member may own an interest in a company that competes with Aflac. Also, you may not own an interest in a company that does business with Aflac without the prior written approval of our Legal Department.

You should feel free to make investments in competitors, clients or suppliers that are listed on a national or international securities exchange, so long as the total value of the investment is less than two percent of the outstanding stock of the corporation and the investment will not affect your ability to make sound, objective business decisions for our Company.

Outside Employment

While taking outside employment is usually acceptable, you should not engage in any outside work or activities that might interfere with your ability to do your work for our Company. This means, in part, that you may not:

In addition, you may not conduct outside business activities during normal working hours or by using Company resources.


Q: Emilia, an Aflac claims specialist, recently took a part-time position with another Company. She’s only working on the weekends, so her second job won’t interfere with her ability to work for our Company. However, Emilia finds out that the company where she’s accepted this second job is an Aflac supplier. Is this okay?

A: Before doing any work on behalf of this Aflac supplier, Emilia must obtain prior written permission from our Legal Department. If she is unsure how to obtain such permission, Emilia should consult with her supervisor.


Corporate Opportunities

We must advance our Company’s interests whenever we have the opportunity. If you learn of a business or investment opportunity through your work at our Company, such as from a competitor or an actual or potential customer, supplier or business partner, you may not participate in the opportunity or make the investment without the prior written approval of the Legal Department. Such an opportunity should first be considered an investment opportunity for our Company.

Exchanging Gifts and Entertainment

Business gifts and entertainment are courtesies designed to build good working relationships and goodwill with our customers, suppliers and business partners. However, exchanging gifts and entertainment can create situations in which conflicts of interest arise.

It is important to remember that we may not provide or offer gifts or entertainment to a foreign government official without the prior approval of our Legal Department. If you have any questions about giving gifts to foreign government officials, please refer to the “The Foreign Corrupt Practices Act” section of this Code.

Giving and Receiving Business Gifts

Giving and/or receiving business-related gifts is not appropriate if doing so creates (or appears to create) an obligation or bias, or if the gift is given with the intent to influence a business decision. Gifts include items of value, goods and services, as well as meals or entertainment when the host does not attend.

Gifts, travel and entertainment given to a family member because of his or her relation to you are considered to be gifts given directly to you.

You may exchange business-related gifts if they are:

If you receive a business-related gift valued over $100, you must report it in writing to our Compliance Coordinator within 10 days. If our Compliance Coordinator decides that the gift creates or appears to create a conflict of interest, or to any degree impairs your objective business judgment, the gift may be claimed as our Company’s property. If it is an intangible gift, you may have to reimburse our Company its cash value.

If you give a business-related gift using Company funds or assets, it must comply with our Company’s policies and procedures on corporate gift giving. You must also receive advance approval from a senior officer. If the value of the gift is over $25, you must report it to the Corporate Tax Department. If the value of the gift exceeds $500, you must have the advance written approval of our Executive Department.

You may not use your personal funds to circumvent these standards, whether or not you expect our Company to reimburse you.

Giving and Receiving Entertainment

Business entertainment includes events that both you and a customer, supplier or business partner attend, such as sporting events, plane tickets and golf outings. It also includes meals, lodging and travel. You may offer or accept business entertainment if it is:

If you have any questions about giving or accepting entertainment, please speak to your supervisor or our Compliance Coordinator. You must obtain prior approval from your supervisor before accepting or offering lodging or non-local travel.


Q: Henry, an Aflac project manager, recently met with an Aflac supplier, who congratulated Henry on his newborn baby boy. The supplier then asked Henry where he and his wife had registered for baby gifts. Henry told the supplier that there was no need to send them a gift, but later that week, the supplier sent him a beautiful $200 crib set. What should Henry do?

A: Henry most likely can’t accept such a lavish gift, since its value exceeds our Company’s $100 limit. Henry should report the gift in writing within 10 days to our Compliance Coordinator, who will determine whether Henry can keep it.


Q: Allyson has received an invitation to a holiday party hosted by one of our suppliers. She works closely with this supplier and would love to attend, since the party is sure to include fine wine and gourmet dishes. May Allyson accept the invitation?

A: Most likely, no. This event is very lavish and is not offered in the ordinary course of business. Allyson should speak to her supervisor and receive permission from our Compliance Coordinator before accepting the invitation.


Personal Gifts

We are generally not restricted from exchanging personal gifts with outside parties, so long as the purpose of the gift is not to influence business decisions. The term “personal gift” means that the gift is not a Company asset, not purchased using Company funds and not offered or provided in connection with Aflac business.

Gifts to Employees

In order to promote fairness, officers and supervisors may give personal gifts to employees on special occasions, so long as the only message they convey is appreciation for an employee’s work effort. Acceptable personal gifts might include such items as money, clothing, consumables, entertainment and merchandise. None of us may give Company-paid gifts for any reason, except as part of a pre-approved employee incentive program.

Participating in Political Activities

We are all encouraged to be active in the political process, but in fairness to each other, we must conduct political activities on our own time, without using Aflac’s name or that of our subsidiaries.

While Aflac has a significant interest in many governmental issues, there are strict laws that limit our Company’s involvement in political activities. In certain circumstances, our Company may participate in the political process without violating applicable rules and regulations. Before we can make any expenditure in Aflac’s name, however, we must receive prior written approval from our Legal Department. Prior to making any foreign political contributions, we must receive written permission from both our Legal Department and our Chief Executive Officer. In addition, we must accurately record all contributions or payments.


At Aflac, we must conduct all business honestly. Our customers, coworkers, business partners and shareholders count on us to tell the truth at all times-in conversations and in writing. Even if what we have to say isn’t all that good, in the end, honesty is the only way that we can truly care for our people.

Maintaining Accurate Books and Records

Information is one of our Company’s most important assets. Our records are used to advise our shareholders about our financial results, to make required legal filings and to make daily business decisions. We have a responsibility to our shareholders to keep honest records that are complete, accurate, truthful, accessible and protected, so that our legal filings and disclosures are full, fair, timely and understandable. This means that all of our business reports-including our time reports, expense reports and inventory records-must be complete and accurate.

We also must comply with Company policies, procedures, standards and requirements when reporting our authorized travel, gift, entertainment, local business and relocation expenses. If you have any questions, see our Travel and Relocation Policy (or other applicable subsidiary policy) or consult with our Corporate Travel Department before incurring any expenses.

We must also follow all applicable laws and accounting principles when recording financial activities. This means we must never take any action-or knowingly allow anyone else to take an action-that would result in the dishonest, misleading or inaccurate recording of entries in our Company books and records. As such, we cannot establish any unrecorded assets, funds, expenditures or accounts.

It is our responsibility to promptly report concerns regarding auditing and accounting irregularities to our Compliance Coordinator. Our Company will investigate every issue and report it, when necessary, to the appropriate authorities. No one will be subject to retaliation because of a good faith report of a complaint or concern.


Q: Akira has worked in Aflac’s customer service center for years. A new supervisor in his department has been encouraging his coworkers to alter their overtime records, allowing them to take additional days off instead of using the overtime allotted for their center. Akira thinks this is wrong, but isn’t sure. What should he do?

A: Akira’s instincts are right-his supervisor is violating our Code. Our time reports are important business records that must contain truthful and complete information. Our Company makes business decisions and creates budgets based on the hours recorded by employees, and its public disclosures are based on the information we record on a daily basis.


Retaining Records Properly

We must work to ensure that all business records are properly maintained for the time periods required by law and Company policy. We must never selectively destroy our Company records or store them outside our premises or designated storage facilities. In addition, we may not alter, conceal or destroy any documents requested by internal or external auditors. If you have any questions about proper records retention, you can obtain our Records Retention Policies from our Compliance Coordinator.

Cooperating with Government Investigations

We are all prohibited from knowingly making false or fraudulent statements to any outside parties, particularly to government officials. If you learn of a subpoena or a pending, imminent or contemplated litigation or government investigation, you should immediately contact our Legal Department. You must retain and preserve ALL records that may relate to such actions or are covered by a legal hold notice until the Legal Department advises you how to proceed. It is your responsibility to work to prevent the deletion of all relevant records that, without intervention, would automatically be destroyed or erased (such as emails and voicemail messages). If you have questions or concerns, please consult our Legal Department.


Q: Louise works in accounting and has been notified that several documents in her possession are subject to a pending government investigation. She knows that one of these records is slightly inaccurate and is planning to edit it to make it more truthful and to make our Company look better. May she?

A: No, Louise can’t alter any documents placed on a legal hold without first receiving permission from our Legal Department. If she thinks that these records do not paint an accurate picture of our Company’s finances, she should consult our Legal Department immediately.


Communicating Openly and Honestly

In order to conduct business honestly and fulfill our obligations to our shareholders and customers, we must speak with one voice. This allows our Company to communicate accurate and consistent information to outside parties, protecting our reputation for honesty.

Releasing Financial Information

We may only release Company financial information to the public if we are authorized by our job description or designated by senior management. If you do not know whether you are authorized, consult our Compliance Coordinator or Investor Relations.

Contact and Communication with the Media

Only authorized personnel can make public announcements to the media or other external groups. We respond in a timely, accurate and appropriate manner to all external requests for information. If you receive such a request, refer it to our External Relations Department.

Communications with Management and Auditors

Since our Company and this Code are based on open and honest communication, we must not conceal information regarding any aspect of our Company, its operations, finances or personnel, from either our management or auditors. It is your responsibility to promptly communicate any significant or sensitive issues to your supervisor.

Lobbying the U.S. Federal and State Government

U.S. federal and state laws strictly regulate lobbying activities. If you or your agents interact with government agencies on behalf of Aflac, whether directly or indirectly, in order to influence legislation, this activity may trigger lobby registration and reporting requirements. Before making any such contacts at the federal or state level, or engaging an agent to do so on your behalf, you must obtain written approval from our Legal Department.

Avoiding Insider Trading

We have a long-standing commitment to our stakeholders to comply with applicable securities laws and regulations. If you are aware of material, nonpublic information (also known as “inside” information) relating to our Company, competitors, or actual or potential business partners, you may not buy or sell securities of our Company or the other company.

Information is deemed “material” if a reasonable investor would consider it important when deciding to buy, sell or hold a company’s securities.

Examples of material information may include:

Information is considered “nonpublic” until it has been adequately disclosed to the public. This means that the information must be publicly disclosed and adequate time must have passed for the securities markets to digest the information.

Examples of an adequate disclosure may include:

Exercise caution by avoiding making purchases or sales of our Company’s securities shortly in advance of our Company’s public release of important information, such as quarterly or year-end results. In addition, take care when buying Company securities “on margin” or publicly traded “puts,” “calls” or other Company “derivative” securities with fixed exercise dates. Such purchases may create the appearance of impropriety.

Securities laws also dictate that we must refrain from “tipping.” This means we may not disclose material, nonpublic information to any person other than our fellow employees, consultants, agents and representatives who need to know it in the course of their duties for our Company.

If you have any questions as to whether certain information is material or nonpublic, or if you are an officer or director needing information about securities law reporting, trading and other rules that apply to you, contact our Shareholder Services Department.


Q: Mario, a project manager for Aflac, recently learned that one of our business partners is facing major litigation. He isn’t supposed to know this nonpublic information, but is relieved to have found out because he holds a large number of this partner’s securities. May Mario sell off some of these shares to avoid losing money?

A: No. Mario’s come across nonpublic, material information through his work for our Company. Insider trading laws prohibit trading the securities of our Company or the other company involved on the basis of such inside information.



Integrity means doing the right thing, all the time. It involves doing business the right way-not necessarily the easy way. Integrity guides each of us in our daily business activities, and helps us to make the right decisions when representing our Company.

Competing Fairly

Our Company wins business on the basis of the quality of our people, products and services, and not by engaging in any unethical or illegal activity. While we compete vigorously and creatively in all of our business activities, we conduct these efforts in a fair and equitable manner, and in strict accordance with applicable competition and trade laws and regulations. We therefore must make every effort to deal fairly with our business partners and competitors, never taking unfair advantage through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice.

Complying with Antitrust Laws

Antitrust laws are designed to preserve a level playing field for businesses by prohibiting any practice or agreement with a customer, competitor or anyone else (whether formal or informal) that restrains trade. Even unwritten or informal understandings regarding the following topics may be unlawful:

We must also avoid unnecessary involvement in situations where it could appear that an unlawful agreement was entered into. For that reason, contacts with competitors must be kept to an absolute minimum. At no time may you exchange or otherwise disclose to our competitors sensitive corporate information, such as fees charged, profit margins, or our credit and billing practices.

Antitrust issues are complex. Never assume that the special federal antitrust treatment of certain insurance business activities (known as McCarran-Ferguson) fully protects our Company from claims of antitrust misconduct. If you need additional information concerning antitrust laws or our Company’s policies regarding fair competition, see our Antitrust Law Policy, which you can obtain from our Compliance Coordinator. If you are ever unsure whether your conduct may violate antitrust laws, do not act until you have consulted with our Compliance Coordinator or our Legal Department.

Fair Purchasing

All of our Company’s purchases are made strictly on the basis of quality, suitability, service, price and efficiency. We must also treat our suppliers fairly and equitably, meaning we award orders and contracts solely on the basis of merit and without favoritism. Our Purchasing Policies and Procedures Manual, which may be obtained from our Compliance Coordinator, covers the detailed policies under which we should conduct all purchasing activities.

All contracts and agreements entered into by our Company and its subsidiaries must comply with any applicable laws and regulations. This includes, where applicable, the business associate provisions of the privacy regulations put into effect by U.S. HIPAA. Contracts with outside parties should be clearly and carefully drafted according to Company policy and in compliance with applicable laws and regulations. All contracts in the negotiation stage-with the obvious exception of standard insurance contracts issued in the normal course of business-must be reviewed by our Legal Department and signed by an authorized officer, as directed by corporate policy.

Gathering Competitive Information

We must not attempt to acquire confidential information about our competitors through improper or illegal means. While you are encouraged to ask coworkers, customers and suppliers for information about competitors that they are free to share, you may not do so if it would cause them to violate a legal agreement, such as a non-disclosure agreement.

Advertising and Promotions

It is our responsibility to ensure that all Aflac advertising is true and fair. We must make sure that all claims of fact are backed up by supporting data before they are made. Our Compliance Department must review and approve all advertising in advance. And, when necessary, advertising should be approved by our regulatory bodies, including state insurance departments.

Conducting International Business

We are expected to comply with all applicable laws in the countries where we operate. However, we must also comply with U.S. laws and regulations that regulate the business we conduct outside the United States. If a local law or custom conflicts with a U.S. law or a Company policy, you must consult our Legal Department to determine the appropriate course of action.

If you have a question as to whether certain activities are prohibited, contact our Compliance Coordinator or our Legal Department. Do not act until you are certain that the activity is allowed.

The Foreign Corrupt Practices Act

Our Company is committed to achieving success through integrity. This is especially important when dealing with foreign government officials. Anti-corruption laws, including the U.S. Foreign Corrupt Practices Act (FCPA), apply no matter where in the world we are doing business. And remember, we cannot hire third parties to do something that we are not allowed to do ourselves.

When working with foreign government officials, we are prohibited from offering, authorizing, giving or promising anything of value that could be perceived as a bribe to help our Company obtain or retain business or secure an improper advantage. Such “bribes” include items of value, such as gifts, meals, entertainment, transportation and lodging. “Foreign government officials” include national, regional or local government employees, political candidates or even employees of business that are owned by the government (both U.S. and non-U.S.).

In order to ensure compliance with these laws, you may not provide a gift or anything of value to a foreign government official in connection with Company business without prior written approval from our Compliance Coordinator or our Legal Department. In addition, we may not make “facilitating payments” under any circumstances. Facilitating payments are those made to obtain timely performance of routine, non-discretionary government actions, such as processing papers, issuing permits and other actions of an official nature.


Q: Antonio is working closely with a foreign government municipality, and would like to take some of the officials that have worked for him out for a modest lunch. May he do so?

A: Antonio may be able to take these foreign officials out to lunch, but before doing so, he must receive written approval from our Compliance Coordinator or our Legal Department.


Anti-Boycott Laws

U.S. anti-boycott regulations prohibit U.S. companies and their subsidiaries, wherever located, from engaging in unsanctioned boycotts. These regulations are complex and extremely broad in terms of the activities they ban. They generally prohibit businesses and individuals from taking actions or entering into agreements in support of a foreign boycott that is not recognized by the United States, such as the Arab League boycott of Israel. We are required by law to report to the government any request to comply with an unsanctioned boycott. Requests are often subtle, and can be contained in a request for a proposal, bill of lading or document of sale. If you suspect you have received a request to comply with an illegal boycott, you must report it immediately to our Legal Department.

Our Company is also committed to complying with all U.S. embargoes, which restrict or prohibit U.S. companies and their subsidiaries, wherever located, from doing business with certain other countries. If you conduct business outside the United States, you must familiarize yourself and comply with these laws and regulations. Violations of anti-boycott laws have serious consequences, including criminal and civil penalties and loss of tax benefits.

Export Controls

Laws strictly regulate the export of goods and technology from the United States and, in certain circumstances, outside the country. Under these laws, an “export” occurs when a product, service, technology or certain type of information is given to a foreign person in another country or to any foreign citizen or representative of another county, regardless of where that person is located. In order to comply with export controls, we must ensure that we obtain appropriate licenses before traveling to designated countries or engaging in export activity. Whether a product, service, technology or type of information may be exported depends on the nature of the item, the country of destination, and the end use and end user.

We must be especially cautious when exporting our technology. A “transfer of technology or information” can occur in circumstances as casual as having a conversation, going on a plant tour or innocently carrying a computer disk with protected information out of the country on a business trip.

For additional information regarding international trade matters, contact our Compliance Coordinator or our Legal Department.


As Aflac employees, we are responsible for “knowing our stuff,” meaning that we must familiarize ourselves with the Company policies that apply to us, as well as all applicable laws, rules and regulations. Part of doing business the Aflac way is being personally accountable-we must focus on covering our shareholders, customers and other business partners, rather than ourselves.

Complying with Applicable Laws and Regulations

Whenever we act on behalf of our Company, we must comply with all applicable laws, rules and regulations. While we are not expected to be an expert in the law or governmental regulations, we are expected to be familiar with those laws that apply to our job functions. If you have any questions, seek advice from a supervisor or anyone listed in “Seeking Guidance and Reporting Concerns.”

Compliance with Special Insurance Laws and Regulations

It is our responsibility to understand and comply with industry-specific regulations that govern insurance companies. These regulations state, in part, that transactions between companies within an insurance holding company system are fair and equitable. In addition, transfer of assets and material transactions between companies within such a system, as well as certain dividend payments from insurance subsidiaries, are subject to state notice or approval requirements. Our Company and its insurance subsidiaries are also subject to regulation and supervision by the states and other jurisdictions where they do business. Our Company’s business in Japan is subject to similar broad regulation by the Japanese Ministry of Finance. We are expected to understand and comply with all regulations and rules as they relate to our job responsibilities. If you need more information about the insurance laws and regulations referenced here, speak to our Compliance Coordinator.

Code of Ethics for Chief Executive and Senior Financial Officers

This section of the Code sets forth our Company's Code of Ethics for the Chief Executive and Senior Financial Officers ("Code for Senior Officers"). While the standards set forth in this section are applicable to all officers, directors and employees, they have special relevance to the Chief Executive Officer, the Chief Financial Officer and the Chief Accounting Officer ("Senior Officers"). 1

Compliance with Laws, Rules and Regulations

All of us, including Senior Officers, are required to comply with the laws, rules and regulations that govern the conduct of our business. Senior Officers have additional leadership responsibilities, which include creating a culture of high ethical standards and commitment to compliance, maintaining a work environment that encourages employees to raise issues and promptly addressing employee compliance concerns.


Our Company has committed itself to make full, fair, accurate, timely and understandable disclosures in compliance with all applicable laws and regulations in all reports and documents that our Company files with, or submits to, the Securities and Exchange Commission and in all other public communications it makes. All of us, including Senior Officers, are required to abide by Company standards, policies and procedures designed to promote compliance with this policy.

Conflicts of Interest

Senior Officers are required to act in an honest and ethical manner, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships. Before making any investment, accepting any position or benefits, participating in any transaction or business arrangement or otherwise acting in a manner that creates or appears to create a conflict of interest, Senior Officers must make full disclosure of all facts and circumstances to, and obtain the prior written approval of, the Audit Committee of the Board of Directors.

Reporting Violations and Accountability

Senior Officers must report any suspected violation of this Code for Senior Officers. The Chief Accounting Officer must report any suspected violations to the Chief Financial Officer or the Chief Executive Officer. The Chief Financial Officer must report any suspected violations to the Chief Executive Officer. If, upon investigation of the facts and circumstances of the suspected violation, it is determined that a violation has occurred, the Chief Executive Officer must report the violation to the Audit Committee of the Board of Directors. Subject to applicable law, violations of this Code for Senior Officers may be subject to disciplinary action, up to and including termination.

1 This Code for Senior Officers is intended to satisfy the requirements of section 406 of the Sarbanes-Oxley Act of 2002 and the SEC’s regulation promulgated pursuant thereto. Amendments to the Code for Senior Officers will be disclosed as required by law or regulations.

No Rights Created

This Code is a statement of the fundamental principles and key policies and procedures that govern the conduct of our Company’s business. It is not intended to and does not, in any way, constitute an employment contract or an assurance of continued employment or create any rights in any employee, client, supplier, competitor, shareholder or any other person or entity.

Waivers of the Code

The Company will waive application of the policies set forth in this Code only where circumstances warrant granting a waiver. Only the Board of Directors as a whole or the Audit Committee of the Board may waive the Code. Waivers must be promptly disclosed as required by law or regulation.