Aflac Chairman & CEO Will Forgo 2008 Bonus of $2.8 Million

/PRNewswire/ -- Aflac, Inc. announced today that Daniel P. Amos, Chairman and Chief Executive Officer, has elected to forgo his 2008 bonus of $2.8 million that he earned based on achievement of operating performance measures. The board's compensation committee accepted his proposal recognizing that, although Aflac delivered a strong operating performance in 2008, it is not reflected in the company's stock price given the current turbulence in the stock markets.

In addition, Kriss Cloninger III, Aflac Incorporated President and Chief Financial Officer, voluntarily reduced his bonus by 35% or approximately $477,000.

"Even though Mr. Amos and Mr. Cloninger were entitled to their full operating bonuses -- and in 2008 Aflac outperformed the S&P 500, the S&P Life Index and the Dow -- the board agreed to accept their proposals," said Aflac Incorporated board member Robert B. "Ben" Johnson, chairman of the Compensation Committee. "We support their decision to voluntarily reduce their personal compensation as a demonstration of their commitment to our shareholders."

In 2008, Amos received a salary of $1.3 million and Cloninger received a salary of $857,700.

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Chick-fil-A Chain Celebrates 41st Consecutive Year of Positive Sales

(BUSINESS WIRE)--Despite the struggling economy, Chick-fil-A® enjoyed an unprecedented year of sales growth in 2008. The Atlanta-based restaurant chain yesterday reported 2008 system-wide sales of $2,962,253,976, representing a 12.17 percent increase over the chain’s 2007 overall sales performance and a strong same-store sales increase of 4.59 percent.

Chick-fil-A’s record sales performance marked the chain’s 41st consecutive year of system-wide sales gains – a streak that the chain has sustained since its inception in 1967 – and its 16th straight year of double-digit sales growth.

“Of all of our years of sales growth, we are truly grateful for our customers’ support as reflected in our 2008 sales. Chick-fil-A was able to endure a number of challenges that could have been detrimental to any other chain, including targeted product competition among our quick-service rivals and a challenging economic environment, but our restaurant Operators and team members remained committed to excellence which resulted in another solid sales year,” said Chick-fil-A President and Chief Operating Officer Dan T. Cathy. “While we by no means are immune to the economic challenges our country is facing, we do believe we will continue to remain healthy as long as we stay committed to the qualities that have shaped the Chick-fil-A brand thus far: providing exceptional customer service and unmatched product quality to every customer on every visit. God has truly blessed our business and we pray that He will continue to keep His hand upon us.”

The chain’s 2008 sales performance complemented a number of business highlights, including:

* Continued restaurant expansion with 83 new locations.
* While the competition was imitating many of Chick-fil-A’s signature menu items, the chain conducted the most aggressive product rollout year in its history, introducing a Chargrilled Chicken and Fruit Salad, a new Chick-fil-A Chick-n-Strips® product that is 50-percent larger than the chain’s previous strips offering, and an enhanced Chick-fil-A® Chicken Salad Sandwich, which tripled in sales upon rollout.
* In fall 2008, Chick-fil-A eliminated artificial trans fat from its entire menu, becoming one of the first national quick-service restaurant chains to offer a complete menu – from entrées down to condiments – with zero grams of trans fat.

* Chick-fil-A was recognized with a number of prominent industry awards, including:
o Business Week named Chick-fil-A as one of 25 national Customer Service Champs in 2008.
o Men’s Health recognized Chick-fil-A as America’s Healthiest Chain Restaurant for Kids.
o Chick-fil-A topped QSR magazine’s 2008 Best Drive-Thru in America survey for the fifth time.
o Restaurants & Institutions magazine named Chick-fil-A as its Platinum winner for “Choice in Chains” award in the chicken category.

* In August, the chain hosted the inaugural Chick-fil-A College Kickoff football game between the University of Alabama and Clemson University at the Georgia Dome in Atlanta, Ga. Alabama will return to face Virginia Tech for the 2009 event.
* Chick-fil-A awarded 48 franchise Operators new cars as part of the chain’s Symbol of Success sales incentive program. Through the program, franchisees are awarded a new Ford vehicle of their choice for meeting their annual sales goals.

Philanthropy also continued to be a major focus in 2008 for the entire chain, a tradition set by its 87-year-old Founder and CEO S. Truett Cathy. Truett Cathy received the President’s Call to Service Award for lifetime volunteer service achievement in 2008 and became the first recipient to receive the award in the Oval Office. Other significant charitable endowments for the chain included continued support for WinShape® Foundation, a non-profit organization and charitable foundation established by the Cathy Family, and the 2008 Chick-fil-A Bowl™, which led all college football bowl games by contributing more than $1.2 million to charities and scholarships. Chick-fil-A also celebrated the 35th anniversary of its Leadership Scholarship Program by donating more than $1.4 million in college scholarships to its restaurant team members in 2008, and will exceed the $25 million mark in total scholarships later this year.

Dan Cathy also noted that restaurant growth will continue to be an integral factor in sustaining sales momentum this year. Chick-fil-A will continue its steady restaurant growth with 76 new locations planned for 2009, including 64 stand-alone restaurants, two mall/retail locations and 10 licensed outlets. Additionally, the chain feels it also is critical to reinvest in some of its existing restaurant sites. The chain will renovate 65 restaurants throughout the year in a reinvestment effort to extend the life cycle of each location and introduce new efficiencies that will help Chick-fil-A’s franchise Operators attract and accommodate greater sales volumes.

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Volunteering for Nonprofit Boards

Serving as a board member for a not-for-profit organization can be a personally and professionally rewarding experience. But like any other venture, you should have a thorough understanding of what you’re signing on for, or have signed on for, when you agree to join a board.

When you volunteer to be a board member you become part of that organization’s management team. And not-for-profit organizations can open themselves to legal liabilities just as their for-profit counterparts can. Most state statutes specify the standard of care required by directors of not-for-profit corporations. These statutes usually require that directors discharge their duties in good faith and reasonable prudence. This isn’t a reason to shy away from volunteering, but it is reason to fully understand what you’re signing on for and what is expected of you.

If an organization has not told you what the responsibilities are for their board members, you should ask for a formal set of requirements and guidelines. While this may seem like a formality for a volunteer role, remember that you are agreeing to help guide and manage that organization. It is in everyone’s best interest to have clearly defined expectations.

Get to Know the Organization

Just as you would interview and research a company for employment, you should have a thorough understanding of the not-for-profit with which you align yourself. Talk with current and past board members. Take a tour of the facility and meet the staff and volunteers. Attend fundraisers and events that fulfill the organization’s mission to identify strengths and weaknesses. Talk with the management team about the organization’s vision and their planned path for maintaining or expanding their services.

Know Your Available Resources

Boards can benefit by including professionals with key areas of specialty, such as accountants, attorneys, human resources and marketing professionals, however a profession’s standards of ethics may govern and limit the capacity in which these individuals may serve on the board. For example, while an attorney may rely on his or her general training and education to offer the board meaningful direction, he or she should shy away from giving legal advice to the board. On the other hand, other professionals such as marketing consultants can openly lend their expertise to the board without concern for additional legal exposure as long as they do not have a conflict of interest with one of their clients. To avoid confusion, take the time to clarify each person’s role and their goals as a board member.

Financial and Time Expectations

The same goes for fundraising and time commitments. Some boards require a minimum financial donation from their board members. Others require minimum time commitments and committee participation, but both are good ideas to help keep board members active and involved with the organization. The not-for-profit’s management team, both executive director and board, should be clear in their fundraising and time commitment expectations with new and prospective board members.

Know the By-Laws

Ask for a copy of the organization’s charter and by-laws. These documents should be readily available, kept up-to-date and easily understood by a layperson. When determining how the organization will move forward with programs and evolve with the changing marketplace, it is imperative that the by-laws are referenced so that activities correspond with the organization’s intended purpose and are performed in accordance with the operational rules of the organization. This is especially important when it comes to policies and practices that relate to financial matters and affect the long-term financial stability of the organization.

Insist on Well-kept Financials and Insurance

Wherever you choose to volunteer, insist that the organization is well insured and carries D&O (directors and officers) liability insurance. While some not-for-profits may view these as unnecessary or unneeded expenses, they are inexpensive tools that can help to attract and maintain a talented group of fellow board members.

Actively Participate in Meetings

Board meetings must be meaningful and include a full disclosure of operating results so that you and your fellow board members know how the organization is performing. If there are any deficiencies, you must have the information available so that you can diagnose and make decisions about how that organization is being run so the board can take appropriate action.

This also means that you are obligated to regularly participate in board meetings. It’s no secret that not-for-profit boards frequently struggle with members who seldom attend meetings or offer little-to-no input or assistance. While excuses are easily made, these meetings are critical to the long-term success of the organization. It may sound heavy-handed, but not taking part in these meetings can be construed as mismanagement, because you have agreed to direct a company and not participating is a violation of the principle of good faith.

The same can be said for committee meetings. Most boards require that their members participate in one or more committees, but not all committees are active or provide reports to the full board. Take an active part by volunteering to chair a committee. Set goals for your committee and give regular reports to the full board. Committing yourself to making these reports will help you and your committee stay focused on tasks that help advance the institution.

Evaluate Successes and Failures

Consistently take a step back to evaluate what you, your committee, the full board, and the staff have accomplished. Did the organization fulfill its mission? Where did the organization find its greatest success and challenges? If specific areas need immediate attention, either because they are underutilized or because they could put the organization or people who interact with the organization at risk, address them in a way that advances the institution. Remember that one of a board member’s greatest contributions can be the professional expertise that they take for granted.

We encourage you to support your community by offering your experience and expertise to a not-for-profit organization. Chances are good that there are multiple organizations that you can take an interest in and help. Directors should not fear liability for every potential mishap that can occur in an organization. As long as your actions are responsible and in line with the best interests of the agency, you will be protected from liability. And by being an active part of that organization you’ll find a very rewarding experience for years to come, both personally and professionally.

By: Catherine Banich and Donna Roberts

Catherine Banich and Donna Roberts are attorneys at Stites & Harbison, PLLC, a regional law firm with offices in Atlanta where they concentrate on Labor and Employment and Business Litigation law. They can be reached at cbanich@stites.com and donna.roberts@stites.com, respectively.