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Corporate Governance

RGA is a values-based company. Our values guide our behavior at every level and apply across the Company on a global basis. We believe that sound principles of corporate governance are a key element of our business, and the Board is deeply involved in providing continuing insight and clarity into our governance process.  

We expect all directors, officers, and employees to conduct business in compliance with the various corporate governance documents provided below and we survey compliance with these policies on an annual basis.

    The Board of Directors has adopted Corporate Governance Guidelines, as well as charters for the each of the Board committees. We have a formal policy regarding the Principles of Ethical Business Conduct, which applies to all employees and officers of the Company and its subsidiaries. Our Directors’ Code of Conduct applies to all directors of the Company and its subsidiaries and the Financial Management Code of Professional Conduct applies to our Chief Executive Officer, President, Chief Financial Officer, Corporate Controller, primary financial officers in each business unit and all professionals in finance and finance-related departments.

    The Board of Directors has the following committees: Audit Committee; Compensation Committee; Finance, Investment and Risk Management Committee; and Nominating and Governance Committee. The Board has also organized a sub-group of directors who meet periodically with members of Company management to discuss significant acquisition opportunities. Information about the committees' membership and independence is provided below:

    Director
    		 Independent Audit Compensation Finance, Investment
    and Risk Management    		 Nominating and
    Governance
    Arnoud W. A. Boot Yes Chair Member
    John F. Danahy Yes Member Chair
    Christine R. Detrick Yes Member Member
    John J. Gauthier Yes Member Member
    J. Cliff Eason Yes Member Member
    Patricia L. (Tricia) Guinn Yes Member Member
    Alan C. Henderson Yes Chair Member
    Anna Manning No
    Hazel McNeilage Yes Member Member
    Frederick J. Sievert Yes Member Chair
    Stanley B. Tulin Yes Member Member
    Steve Van Wyk Yes Member Member

    Any employee, customer, shareholder or other interested party with reason to communicate with RGA’s Board of Directors in connection with any matter involving our financial accounting, internal accounting controls or auditing matters should notify the Board of Directors or Audit Committee. Individuals may contact any RGA Director by sending a letter to:


    Reinsurance Group of America, Incorporated
    c/o General Counsel
    16600 Swingley Ridge Road
    Chesterfield, MO 63017 USA  

     

    Shareholders, employees and other interested parties may contact RGA’s Board of Directors though its Presiding Director or Non-Management directors (who are independent and not employees of the company) by sending a letter addressed to the “Presiding Director” or “Non-Management Directors” (as the case may be) to:


    Reinsurance Group of America, Incorporated
    c/o General Counsel
    16600 Swingley Ridge Road
    Chesterfield, MO 63017 USA  

     

    Shareholders, employees and other interested parties may contact the Audit Committee of RGA through its Chairman (who is independent and not an employee of the company). An employee may submit his or her concerns regarding questionable accounting or auditing matters anonymously and confidentially in one of two ways: 1) in the same manner provided below for interested parties; or 2) by stating the communication in a call to the RGA Confidential Employee Hotline. If the employee identifies himself or herself in a written communication, the Audit Committee may reveal the name of the employee only with the permission of the employee, except as otherwise required by law. 

    To contact the Audit Committee, either in your name or anonymously, send a letter to: 

    RGA Audit Committee
    Reinsurance Group of America, Incorporated
    c/o General Counsel
     16600 Swingley Ridge Road
    Chesterfield, MO 63017 USA  

     

    Communications that address any of the following shall be transmitted by the General Counsel promptly to the Audit Committee: 1) fraud or other intentional violations of the federal securities laws or regulations; 2) material issues with respect to the accuracy of our financial statements or records; 3) misconduct of senior management or financial management; or 4) weaknesses in our internal accounting or disclosure controls. All other communications to the Audit Committee shall be transmitted to the Audit Committee no later than its next scheduled meeting. 

    Communications to the Board of Directors that do not fall under the forgoing policies will be forwarded by the General Counsel to the Board of Directors, except that: 1) subscription offers, survey requests and conference invitations shall be discarded; 2) complaints relating to service or business issues shall be forwarded to the appropriate department; 3) shareholder inquiries or complaints will be sent to Investor Relations; and 4) media inquiries will be referred to the Corporate Communications Department. 

    Communications received by General Counsel addressed to the Audit Committee will be retained for a period of not less than five years, or such longer period as may be set forth in our document retention policy. Under no circumstances shall the General Counsel make such communications, or the substance thereof, available to management except as directed by the Audit Committee.