We believe that the standard for ethics and integrity should be set at the top, beginning with our Board of Directors. In February of each year, directors are nominated by the Board's Corporate Governance Committee to stand for election at the Annual Meeting in April. The full Board then votes to approve the nominees. Nominees are selected based on character, judgment, business acumen, and experience. The Company's governing documents provide that at least 75 percent of Board members must be independent directors and there must be at least 11 Board members.
The Corporate Governance Committee advises the Board regarding changes to Board compensation and benefits, and reviews and recommends that the Board approve retainer fees and meeting fees for attendance at Board and committee meetings. The Human Resources Committee of the Board has oversight for compensation for executives and senior executive employees.
Directors, as well as officers of the company, are expected to disclose any material conflicts between their own interests and those of the company, and recuse themselves from discussing or voting on any such matter. All identified conflicts of interest are reviewed by the company's legal officers to ensure compliance with conflict-of-interest statutes.
We conduct our business through a number of subsidiaries, each of which has a separate Board responsible for managing the subsidiary’s affairs for the benefit of its shareholder or shareholders. Since the company is the ultimate shareholder, the Board of Directors of the company has oversight responsibilities with respect to its subsidiaries.
Our Board of Directors maintains frequent and direct communication, including face-to-face conversations, with executive officers, senior officers employed in policy-making capacities, audit, legal and compliance officers, CEOs of company subsidiaries, and other employees. The Board values its open and honest relationship with senior management, and expects leaders to bring to Board meetings those officers and employees who can provide insight into items being discussed.
Eligible insureds or holders of annuity contracts may attend the company's Annual Meeting. At the discretion of the Chairman of the Board, matters raised by a member may be brought before the meeting.
The Chief Compliance Officer (CCO) reports to the chairman of the Audit Committee and also has a reporting relationship to the General Counsel. This is an emergent best practice that gives the CCO increased independence and objectivity, as well as a direct line to the Board. The reporting relationship of MassMutual's CCO reflects our commitment to open communication between the company and the Board.