Governance

Board of Directors

MetLife’s Board of Directors is responsible for overseeing the management of the company’s business and advising the company’s executive officers, who conduct the company’s business and affairs. In performing their general oversight responsibility, Directors apply their business judgment to assure that the company’s executive officers manage in the best long-term interests of the company and its shareholders. We maintain a Directors’ Code of Business Ethics, which requires each Director to annually review and sign an acknowledgment of understanding and compliance.

Each of MetLife’s Board Committees (with the exception of the Executive Committee) is chaired by an independent director with demonstrated expertise in the responsibilities of that Committee and strong leadership skills. The Board’s Governance and Corporate Responsibility Committee meets at least three times each year and makes regular reports to the Board of Directors about its activities.

The Governance and Corporate Responsibility Committee is tasked with various responsibilities, including oversight of MetLife’s:

• Process for the Board to review proposed succession plan for the CEO and succession and development plans for other executive officers;
• Policies and disclosures regarding environmental and social matters of significance to MetLife, including sustainability, human rights, political and charitable contributions and other corporate responsibility issues;
• Compliance risk management-related activities and annual compliance plan approval;
• Impact investment program in which loans and other investments are made to support affordable housing, community, business and economic development, and healthcare services for low- and moderate-income communities;
• Efforts to manage MetLife’s reputation and culture; and 
• Annual Board evaluation.

BOARD DIVERSITY OF SKILLS AND EXPERIENCE¹
(Includes only primary qualifications)

BOARD OF DIRECTORS DEMOGRAPHICS¹

The company has nominated 14 highly qualified independent leaders to serve on its Board of Directors.

Global Sustainability Governance

Recognizing the continued importance of sustainability matters to both MetLife’s business and stakeholders, MetLife’s sustainability efforts, including the monitoring and management of ESG risks and opportunities, are coordinated across the enterprise. MetLife’s sustainability efforts are integrally tied to our business. MetLife considers a broad array of factors, including those related to sustainability, in evaluating business decisions.

Operationally, MetLife’s Sustainability function is part of MetLife’s Corporate Affairs department and is dedicated to sustainability strategy, management and reporting. The Sustainability function’s efforts are led by the Chief Sustainability Officer and overseen by MetLife’s Executive Vice President, Head of Corporate Affairs, who reports directly to the CEO. 

Additionally, MetLife’s leaders include sustainability in annual performance objectives as part of a shared goal for MetLife’s executive leadership team. MetLife employees are responsible for driving progress toward MetLife’s Next Horizon Strategy, which includes making progress on sustainability commitments. Please see For Our Colleagues to learn more regarding DEI-specific governance.

The Chief Sustainability Officer coordinates with other senior executives to establish sustainability goals and advance progress across the organization. 

MetLife’s Sustainability function has responsibilities relating to, among other things:

• Directing and integrating MetLife’s sustainability strategy, target-setting activities, commitments, policies and key performance indicators across the enterprise;
• Summarizing MetLife’s sustainability performance and metrics in an annual report;
• Aligning disclosures to key reporting frameworks, including the Global Reporting Initiative (GRI), SASB and Task Force on Climate-related Financial Disclosures (TCFD); and
• Managing and monitoring ESG issues and opportunities relevant to MetLife.

In addition to day-to-day management of MetLife’s sustainability efforts and overseeing the publication and data governance of MetLife’s Sustainability Report, the Sustainability function regularly reports to MetLife’s Board of Directors and its committees on relevant sustainability issues, the company’s progress toward its goals and sustainability’s impact on the business, and helps advance the Board’s collective knowledge of sustainable development more generally. MetLife’s CEO has final sign-off on the publication of the annual Sustainability Report, and the report is also shared with the Governance and Corporate Responsibility Committee of the Board of Directors annually. 

In response to the relevance of sustainability topics and initiatives to MetLife, as well as the evolving regulatory and standard-setting environment, MetLife created an ESG Financial Reporting Controller role focused on guiding the company in accounting for our sustainability commitments and promoting compliance and transparency in regulatory reporting. The ESG Financial Reporting Controller seeks to develop and implement a framework to support regulated and voluntary reporting containing ESG information.