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 RGA Code of 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.
A statement has also been published by RGA Inc. (on behalf of itself and its subsidiaries) to comply with section 54(1) of the UK Modern Slavery Act 2015.
The Board of Directors has the following committees: Audit; Cybersecurity and Technology; Human Capital and Compensation; Investment; Nominating and Governance; and Risk. 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 | Cybersecurity and Technology | Human Capital and Compensation | Investment | Nominating and Governance | Risk |
|---|---|---|---|---|---|---|---|
| Pina Albo | Yes | member | member | member | |||
| Michele M. Bang | Yes | member | member | member | |||
| Tony Cheng | No | ||||||
| John J. Gauthier | Yes | member | Chair | member | |||
| Patricia L. (Tricia) Guinn | Yes | Chair | member | member | |||
| Hazel M. McNeilage | Yes | member | Chair | member | |||
| George Nichols III | Yes | member | member | member | |||
| Stephen T. O’Hearn | Yes | ||||||
| Alison Rand | Yes | member | member | member | |||
| Shundrawn A. Thomas | Yes | member | member | Chair | |||
| Khanh T. Tran | Yes | member | member | Chair | |||
| Steven C. Van Wyk | Yes | member | Chair | 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 Board Chair or Non-Management directors (who are independent and not employees of the company) by sending a letter addressed to the “Board Chair” 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 Chair (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.
Success in the financial services industry is dependent upon a company's reputation for integrity. RGA created the following website to provide associates with the information and resources they may need to report conduct, activities or behaviors that the associate may believe are inconsistent with applicable laws and regulations, RGA's Principles of Ethical Business Conduct or any of RGA's policies and procedures.
https://secure.ethicspoint.com/domain/media/en/gui/44526/index.html
RGA is committed to fostering a company culture that is inclusive, collaborative, and socially responsible. We are strengthened by our diverse workforce and recognize that our employees are our greatest asset.
RGA has long been committed to ensuring equal pay for equal work. To continue that commitment, in 2023, we completed our sixth annual company-wide pay equity study conducted by a third-party consultant, which analyzed the pay of all U.S. employees and all our employees working at non-U.S. locations with more than 50 employees (representing ~90% of RGA’s employees worldwide).
The study analyzed the average base salary, base salary + target bonus, and base salary + target bonus + target long-term incentive (where applicable) of females to males in comparable roles. The results concluded that women at RGA are paid 98.4% of what men are paid on a salary basis and 98% on both a salary + target bonus and salary + target bonus + target LTI basis, when comparing pay levels for similar roles. In addition, in the U.S., when using the same measures, the average non-Caucasian to Caucasian pay ratio is 101.5% across all three comparisons.
We are committed to gender pay equity. Where the study shows a statistically significant pay gap at the individual level, further analysis is done and, where appropriate, pay adjustments will be made. We will continue to review pay equity annually and will continue to address any issues that arise.
Shareholders and employees should view these percentages as positive and aligned with RGA’s commitment to diversity and inclusion. Ensuring our compensation practices are equitable, regardless of gender or race, is imperative for our company’s culture and to ensure fair treatment of our employees.