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 and trade and economic sanctions 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’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 preserve and foster free and open competition, reasonable prices, efficient services and a productive economy. MetLife’s guidelines are intended to ensure that as we compete vigorously, we do so fairly. 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.

Diversity, equity and inclusion (DEI) at MetLife is a global business, sustainability, leadership and workforce imperative. It’s a critical component for our business and a driving force for innovation. Inclusive behaviors foster collaboration, enhance team performance and expand the breadth of ideas needed for effective problem solving. With enhanced internal belonging, we can deliver better solutions for our customers and, in return, better outcomes for our shareholders and communities. To reinforce this, we strongly consider multiple dimensions of diversity throughout the succession planning process and in evaluating the effectiveness of the Board. For more detail on Board diversity, see 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 helps us live our purpose with every customer every day, led by our Board of Directors through our Directors Code of Business Ethics. 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. Our Global Privacy & Information Security Programs establish enterprise-wide principles and global minimum standards, among other things, around the collection and use of personal information in compliance with applicable privacy laws and regulations. The objectives of the programs are to:

• Protect the privacy and security of individuals’ personal information and our customers’ confidential information by adopting and implementing administrative, technical and physical safeguards;
• Protect against known and unknown threats or hazards to the availability, confidentiality and integrity of personal information and other confidential information; and
• Protect against loss or destruction or unauthorized access to personal information and other confidential information.

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 (InfoSec) Program, which institutes and maintains controls for the systems, applications and databases of MetLife. The InfoSec program is designed 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 for monitoring, detecting, reporting, containing, managing and remediating cyber threats. The program aims to prevent data exfiltration, manipulation and destruction, as well as system and transactional disruption.

The authority and responsibility for managing the InfoSec program resides with MetLife’s Enterprise Chief Information Security Officer (CISO). The Enterprise CISO is a senior-level executive responsible for establishing and maintaining the vision, strategy and program so that information and technology (IT) assets are protected among all MetLife affiliates and that IT risks are reported, remediated and managed.

MetLife’s investment portfolio helps finance job creation, business growth and community development around the world. More importantly, MetLife’s investments help us keep the financial promises we have made to our customers. MetLife’s General Account is invested responsibly for the long term. We seek out investments that are diverse, stable, secure and offer 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. How our sizeable and diversified investments are made is integral in helping MetLife live up to our purpose. MetLife Investment Management (MIM), our institutional investment management business, manages most of MetLife’s General Account portfolio, as well as third-party institutional client portfolios. MIM is a well-established global investment manager with specialist investment teams who support MetLife’s General Account investment objectives. This includes embedding ESG integration principles in decision-making and being a responsible investor as a means to a long-term, value-driven portfolio. MIM maintains brochures, policies and disclosures that guide and communicate sustainability efforts within its investment processes, including, MIM Sustainable Investment Policy and MIM Stewardship Policy.

In December 2022, MetLife, Inc. acquired Affirmative Investment Management (AIM), a specialist ESG fixed income investment manager with capabilities in impact investing, verification, reporting and engagement, to strengthen MIM’s ESG investment and reporting capabilities and provide deeper analysis of sustainability and risk considerations across MIM’s core competencies in public and private fixed income.

Sustainable Investing involves considering ESG issues when making investment decisions, including raising awareness and promoting transparency through engagement. It complements traditional financial analysis and portfolio construction techniques. Financially material ESG considerations are an important part of MIM’s investment due diligence, which seeks to identify issues that may impact the reputation of a borrower, as well as its financial condition, credit rating and transaction pricing. When assessing the relevant risks associated with any investment opportunity, MIM conducts bottom-up fundamental research and focuses on multiple factors.

MIM believes that adhering to sound responsible business practices can minimize financial risks such as controversy-triggered loss of customers, fines, penalties and environmental clean-up costs. Focused on engagement and managing public fixed income, private capital and real estate assets, MIM aims to deliver strong, risk-adjusted returns by building tailored portfolio solutions to meet clients’ long-term investment objectives.

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 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 has established a culture of ethical sales practices that center on treating the customer fairly. Our Code of Business Ethics, our policies and governing laws require that we conduct business in a manner that ensures fairness, clarity and transparency. Our ethical sales practices strengthen MetLife’s reputation and help us earn the trust and loyalty of our customers as well as the privilege of partnering with them in their financial journey.

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.

MetLife’s Government Relations team engages with policymakers and relevant stakeholders internationally, regionally and within individual markets to support our business, colleagues, customers and communities. In driving business objectives, Government Relations also supports opportunities and activities that promote more confident futures for our customers and communities in which we operate.

For more information, see our Political Activities Report and our Code of Business Ethics.

MetLife’s responsible investments intend to achieve a market financial return while considering social and/or environmental benefits that help create healthier communities and a more sustainable environment. The investments, which are described in our latest sustainability report, focus on the core areas of infrastructure, green, municipal bonds, affordable housing and impact investments.

See the MIM Sustainable Investment Policy for additional detail on our investment methodology. Learn more about MIM’s approach to sustainability.

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. Under this model, each colleague is responsible for risk management. 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 oversight to the business and functions in the first line. Internal Audit serves as the third line of defense, providing independent assurance and testing of 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 internal controls, information security and cybersecurity and relevant legal and regulatory compliance;
• Governance and Corporate Responsibility Compliance risk management activities, compliance plan, management succession and reputation, as well as strategies, activities and initiatives related to environmental and social matters;
• Investment portfolio risks; and
• Compensation plan risks (e.g., avoiding incentives to take excessive risk).

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 led by the Senior Vice President (SVP) and Secretary (Corporate Secretary) and involving the Chairman of the Board, as necessary, the Chief Sustainability Officer, the SVP, Executive Compensation and other independent Directors and/or members of management, as necessary. 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 Next Horizon Strategy, corporate governance, board composition and sustainability practices, priorities, tracking and reporting, and 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 diverse input we receive from our stakeholders and the opportunities for two-way 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 facilitates alignment of our business and investment activities to drive a sustainable future. The framework guides our issuances of green, social and sustainable bonds, term loans, preferred stock, subordinated notes and funding agreements by MetLife, Inc. and its subsidiaries, including Metropolitan Life Insurance Company and Metropolitan Tower Life Insurance Company.

Learn more about MIM’s approach to sustainability.

We understand that a supportive culture means cultivating an environment in which colleagues feel empowered to speak up. We encourage colleagues to lead by example, holding themselves and others accountable by raising issues and concerns. Colleagues can speak up using the reporting channel that is most comfortable for them, and they can report anonymously, unless otherwise required by law.

Reporting channels include:

• Speak Up Tool, a desktop icon available to all colleagues;
• Global Investigations Unit;
• Ethics & Fraud Helpline, available globally;
• Compliance Risk Management;
• Human Resources Business Partners and Employee Relations;
• Direct supervisor, next-level supervisor and 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 one 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.