Corporate Governance

Corruption violates the public trust, threatens economic and social development, and impedes fair trade. To combat corruption, most of the countries in which MetLife conducts business have enacted anti-corruption laws and regulations that criminalize corrupt behavior. To comply with these laws and regulations, MetLife has adopted a zero-tolerance policy toward all forms of bribery and corruption that may be committed by MetLife colleagues or a third party acting for or on behalf of MetLife. Our Global Anti-Bribery and Corruption Policy sets forth guidelines and procedures designed to mitigate bribery and corruption risks; promote integrity, transparency and “do the right thing” as an integral part of our corporate culture; and advance our reputation for trustworthiness throughout the world.

MetLife is committed to maintaining processes and controls designed to combat money laundering and the financing of terrorist activities. MetLife has an established Anti-Money Laundering program which sets forth guiding principles and global minimum standards for:

1. Compliance with applicable anti-money laundering laws and regulations;
2. Protection of the company from being used by money launderers, terrorists and other criminals for illicit purposes; and
3. Education of employees about identifying money laundering and terrorist financing risks and behavior.

MetLife, Inc. and its employees, wherever located, must comply with sanctions laws applicable to them. In the United States, restrictions imposed by economic and trade sanctions programs are administered and enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”). In addition, MetLife complies with sanctions programs where applicable administered by the European Union, the United Nations, and the United Kingdom as well as applicable sanctions laws and regulations in each country in which MetLife operates. MetLife and its employees may not conduct prohibited business directly or indirectly with sanctioned individuals and entities, including persons on OFAC’s Specially Designated Nationals list, or engage in prohibited activities with sanctioned countries or their governments.

MetLife’s Antitrust Guidelines provide basic guidance on antitrust laws in the United States for employees of MetLife and its affiliates. MetLife’s policy is to conduct business in full compliance with antitrust laws. Those laws are designed to promote the preservation of a competitive economy for the benefit of consumers by preventing or punishing behavior that constrains competition and thereby leads to higher prices, lower quantity or quality of products and services, or decreases innovation.

Any activity or conduct which reduces or eliminates competition may be subject to antitrust scrutiny. These guidelines are intended to ensure that, as MetLife competes vigorously, it also competes fairly. Penalties for violations of the antitrust laws can be both civil and criminal in nature, can be very severe, and can be to both corporations and to individuals who authorize, order, or participate in the prohibited conduct.

To help employees protect themselves and the company we have included guidelines in our Code of Business Ethics to treat our competitors with respect and comply with competition laws.

The Company’s success and long-term value depend on the judgment, skills, experiences and personal attributes of its Directors. For more detail on MetLife’s Board, see Proposal 1 - Election of Directors in our latest Proxy Statement.

MetLife strives to conduct business fairly, honestly and openly. MetLife is proud of our reputation for integrity and honesty and is committed to these core values. Maintaining MetLife’s reputation depends on maintaining the highest standards of conduct in all business endeavors. MetLife’s Code of Business Ethics, applicable to all employees, and our Directors Code of Business Ethics, applicable to all Directors, helps us live our purpose every day. Our Supplier Code of Business Ethics expresses our desire to work with suppliers that model MetLife’s principles and standards. For our By-Laws and additional codes, charters and guidelines, visit our comprehensive Statements, Policies, Codes & Archives.

We require MetLife employees to disclose outside business activities, personal investments and other situations that might cause a potential, perceived or actual conflict of interest through our Conflict of Interest Disclosure Program. Our objective is that employees do not put personal gain or benefit ahead of the interests of MetLife, our customers or our shareholders. The program emphasizes transparency and mitigation to manage risk.

To learn more about the risk management framework and practices, please see the Sustainability Report and our Corporate Governance webpage.

MetLife’s customers, employees and business partners around the world provide us with their personal information and other confidential information every day. MetLife is committed to protecting, responsibly using and processing such information in compliance with applicable laws and regulations. Our policies and procedures are designed to protect the confidentiality and security of personal information and create effective mechanisms to handle information appropriately worldwide, which includes key areas such as safeguards and risk management; monitoring; data incident response; cybersecurity and e-discovery investigation; and threat intelligence.

Please see MetLife’s Annual Report and Proxy Statement for additional information.

We manage information security risk through, and as part of, MetLife’s Information Security Program, instituted to maintain controls for the systems, applications and databases of MetLife and our third-party providers. The primary goal of the program is to protect the confidentiality, integrity and availability of all data MetLife owns or possesses, as well as our technology assets, through physical, technical and administrative safeguards. This includes controls and procedures across business units and at the enterprise level for monitoring, detecting, reporting, containing, managing, and remediating cyber threats.

MetLife’s Chief Information Security Officer (CISO) manages the program, collaborating with lines of business and corporate functions.

MetLife’s General Account investment portfolio helps finance job creation, business growth and community development around the world.¹ As a global financial services company, our investments help us keep the financial promises we make to our customers. MetLife’s General Account investment portfolio is invested for the long term. We seek investments that provide diversification and offer stable, secure and competitive, risk-adjusted returns. We evaluate risks, including financially material environmental, social and governance (ESG) factors, that we believe have an impact on investment performance. Our sizable and diversified investment portfolio is integral to helping MetLife live our purpose.

MetLife Investment Management, LLC and certain of its affiliates (MIM) maintains policies that guide and communicate its sustainable investment approach, including MIM’s Sustainable Investment Policy and MIM’s Stewardship Policy.

MIM’s investment approach seeks to deliver competitive risk-adjusted market returns by incorporating financially material ESG assessments and stewardship into our investment process. Our approach leverages both our traditional investing and sustainability expertise.

Stewardship activities, including engagement, support sustainable investing efforts. Ongoing dialogue with companies and issuers helps raise awareness of prudent business practices for the long-term and promotes data transparency and standardization. We believe that capital markets benefit from more and improved information from which investment decisions can be made.

These conversations help with identifying opportunities to deploy capital in a way that manages risk, maximizes performance, meets customer and shareholder expectations and enhances long-term value in a changing market.

Our executive compensation practices are aligned with MetLife’s commitment to create value and help build a confident future for all. In aligning competitive total compensation opportunities with our business strategies, we help attract, retain, engage and motivate high-performing executives who aim to deliver business results in the best interest of our stakeholders. Compensation philosophy, objectives and details for key executives are disclosed in our latest Proxy Statement.

MetLife is a purpose-led company committed to consistently delivering financial protection and support for our customers to maintain their trust and build enduring business relationships.

As stated in our Code of Business Ethics, this includes conducting business in a manner that ensures fairness, clarity, and transparency for our customers. The MetLife Customer Protection Policy articulates customer fairness principles that guide MetLife’s business practices globally.

1. MetLife is always with our customers and treats customers fairly throughout the product lifecycle.
2. MetLife builds a more confident future by designing and offering products that address customer financial needs.
3. MetLife keeps promises to customers and delivers customer benefits timely and accurately when due.

In addition, the MetLife Customer Protection Policy outlines the requirements for managing customer protection risks throughout the organization and further details specific requirements for upholding the principles within five key areas: product governance, marketing, sales practices, complaints management, and customer benefits.

MetLife is committed to transforming the insurance industry through innovation. By engaging as many employees as possible in the creative process and building a safe environment for experimentation, we are able to tackle the real challenges confronting our global enterprise—providing breakthrough solutions for our businesses and customers.

MetLife has created an integrated innovation ecosystem designed to surface new ideas and rapidly move them to market to improve customer experiences, generate new sales approaches and new products and improve internal processes. We have an environment of continuous learning that provides MetLife “first mover” advantage in identifying and capitalizing on emerging trends.

• We invest in top venture capital firms, allowing us to interact with them daily to identify the best ideas across industrial sectors.
• We forge strategic partnerships with leading tech companies such as Cisco, IBM, Oracle, Microsoft, Dell, AT&T, Guidewire and others.
• We take a direct investment stake in startups via MetLife Next Gen Ventures.
• We empower employees to innovate and test new ideas leveraging an annual fund dedicated to experimentation.

MetLife’s Global Government Affairs team engages with policymakers and relevant stakeholders to support MetLife’s businesses, employees, customers and the communities where we operate. As part of its efforts, Government Affairs supports policies that promote a more confident future for our customers and communities.

For more information, see our Code of Business Ethics.

As a responsible investor, MetLife maintains a long-term, value-driven perspective through MetLife’s GA investment portfolio.¹ MetLife’s responsible investments seek to achieve a market financial return while considering social and/or environmental benefits that help create healthier communities and a more sustainable environment. These investments focus on the core areas of infrastructure, green, municipal bonds, affordable housing and impact investments.²

MetLife is in the business of mitigating risk and protecting families and their futures. We manage risk so that individuals and communities can realize their full potential.

MetLife has a well-established risk management framework that constantly evolves and is designed to address material financial and non-financial risks (including compliance risks) to our business.

MetLife operates under a “Three Lines of Defense” model. Each colleague has a role to play in risk management under the Company’s risk and control framework. The lines of business and corporate functions are the first and primary line of defense in identifying, measuring, monitoring, managing and reporting risks. Global Risk Management forms the second line of defense, providing strategic advisory services and effective challenge and oversight to the business and corporate functions in the first line of defense. Internal Audit serves as the third line of defense, providing independent assurance and testing over the risk and control environment and related processes and controls.

The Finance and Risk Committee of the Board of Directors oversees the assessment, management and mitigation of material risks, as well as capital and liquidity management practices. Other Board of Directors committees also have significant risk management oversight responsibilities, such as:

• Audit: among other things, reviews with management the adequacy and effectiveness of the company’s policies and internal controls regarding information security and cybersecurity, and receives reports regarding the company’s top compliance risks and compliance risk management related activities;
• Governance and Corporate Responsibility: reviews the company’s policies and positions regarding significant sustainability matters, and oversee the company’s efforts to manage its reputation and culture;
• Investment: oversees, in coordination with the Finance and Risk Committee, the management and mitigation of risks associated with the company’s investment portfolio; and
• Compensation: oversees management’s efforts to ensure that the company’s incentive compensation programs do not encourage excessive or inappropriate risk-taking.

More information about the Board of Director’s oversight role can be found in our latest Proxy Statement under “Board’s Primary Role and Responsibilities.” Click on the links provided to learn more about our corporate governance and find MetLife policies, data and reports on topics such as governance and compliance, supply chain and human capital.

In addition to the ongoing outreach of the company’s Investor Relations team, Chief Executive Officer, and Chief Financial Officer, MetLife conducts an annual governance-focused shareholder engagement process. This process is led by the Senior Vice President (SVP) and Secretary (Corporate Secretary) and involves, as necessary, the Chairman of the Board; the SVP, Executive Compensation; the Chief Sustainability Officer; the Vice President, Investor Relations; and other members of management.  MetLife invites shareholders and leading proxy advisory firms to meet and share their views on issues important to them.

Shareholders are invited to discuss topics such as: the company’s purpose and strategy; corporate governance; board, committee, and director evaluations; director skills matrix; new director onboarding; director education; board oversight of risk; shareholder rights and proxy access; executive compensation program review; goals and assessment of executive performance; sustainability strategy alignment with business objectives; and sustainability support of key stakeholder and company, impact in key areas, and governance. The discussions inform the company’s sustainability efforts, executive compensation programs and disclosure practices. Our latest Proxy Statement provides details on recent engagement with our investors. Our MIM Stewardship Policy describes our active engagement with the companies we invest in.

MetLife engages with a broad array of stakeholders on a regular basis. We deeply value the time and input we receive from our stakeholders and the opportunities for dialogue. Our latest sustainability report provides insight on the stakeholder groups with which we engage, the nature and frequency of our engagement, and programs and partnerships on which we collaborate.

MetLife’s Sustainable Financing Framework (Framework) facilitates alignment of our business and investment activities to generate long-term value for our investment portfolio, shareholders and other stakeholders. The Framework guides our issuances of green, social and sustainability bonds, term loans, preferred stock, subordinated notes, commercial paper, and funding agreements (each a “MetLife Sustainable Financing”) by MetLife, Inc. and its subsidiaries, including Metropolitan Life Insurance Company and Metropolitan Tower Life Insurance Company.

Protecting MetLife begins with each of us. MetLife’s success and reputation depend on our exercising appropriate judgment and making ethical decisions consistent with MetLife’s Purpose and Code of Business Ethics.

The early identification and resolution of issues is critical to maintaining the trust of our clients, business colleagues, employees, and stakeholders. At MetLife, we are committed to fostering a culture of honesty and integrity, where employees feel empowered to report any concerns or issues confidentially and without fear of retaliation.

We encourage colleagues to lead by example, holding themselves and others accountable, and to raise issues and concerns. Colleagues can speak up using the reporting channel that is most comfortable for them, including reporting concerns anonymously to the extent permitted by law using the Ethics & Fraud HelpLine—online or by phone. The Ethics & Fraud HelpLine is administered by a third party and persons reporting will not be tracked.

Reporting channels include:

• Speak Up Tool, a desktop icon available to all colleagues on MetLife-issued company computers;
• Global Investigations Unit;
• Ethics & Fraud Helpline, available globally online or by phone and administered by a third-party;
• Compliance Risk Management;
• Human Resources Business Partners and Employee Relations;
• Direct manager or any other level of management; and
• Local or Regional Helpline or Whistleblowing Contact.

Customer and external stakeholder concerns and grievances can be reported through MetLife customer service departments or the stakeholder’s relationship manager. Anyone can report potential ethics, fraud or misconduct concerns through the Ethics & Fraud Helpline—either online or by phone. Concerns are escalated, as appropriate, to Human Resources, Legal, Risk, Compliance, the Executive Leadership Team or to MetLife’s Board of Directors.

MetLife takes all reported concerns seriously. Each concern is reviewed, investigated and addressed, as appropriate. When warranted, MetLife takes appropriate disciplinary or corrective actions, up to and including termination of employment for employees and termination of a work assignment or other business association with MetLife for non-employees and other third parties. MetLife prohibits any form of retaliation against a colleague for raising a concern in good faith or assisting with an investigation regarding a potential violation of our Code, our policies, laws or regulations.

For more, visit our Corporate Governance webpage.