Governance & Ethics

    As an organization, we have a responsibility to our policyowners and customers to do business ethically and in compliance with all laws and regulations. This philosophy has guided us from the beginning, and it’s a fundamental part of our success.

    Governance Structure

    At MassMutual, our standard for ethics and integrity starts with our leaders and Board of Directors. Every year, directors are nominated for re-election by the Board's Corporate Governance Committee based on character, judgment, business acumen and experience. They stand for election at the Annual Meeting in April where members of the company vote to re-elect the nominees. Our Corporate Governance Guidelines mandate that at least 75 percent of the Board members must be independent directors. 

    All directors, as well as officers of the company, are expected to reveal any material conflicts between their own interests and those of the company. They’re also expected to recuse themselves from discussing or voting on matters that might involve those interests. All identified conflicts of interest are reviewed by our legal officers to ensure compliance with conflict-of-interest statutes. Each of our subsidiary companies also has a board of directors that is responsible for managing company affairs for the benefit of their shareholders. MassMutual’s Board of Directors maintains oversight of its subsidiaries through a carefully structured reporting system.


    Trust is at the core of our business. By doing business ethically, we work to maintain the trust our policyowners and customers have in us. Preserving that trust begins with the MassMutual Code of Conduct. It’s the cornerstone of our decision-making and sets the standard for our actions. The Code of Conduct is part of an extensive employee education program that helps ensure ethics and compliance in all aspects of our business. Through this program, we help employees identify compliance or ethics issues and report any concerns through the appropriate channels.

    Related Information
    Principles of Conduct (PDF)
    Code of Conduct for Directors (PDF)
    Code of Conduct for Suppliers (PDF)
    Code of Conduct for Temporary Personnel (PDF)
    Financial Management Code of Ethics (PDF)

    Governance Input

    Our Board of Directors maintains open and frequent communication with company employees at every level, including those in Audit, Legal, Compliance, Risk Management, and the CEOs of our subsidiaries.

    Input from policyowners is also valued. As part of our mutual structure, members of the company are welcome to attend the Annual Meeting. Matters raised by a member can be brought before the meeting in accordance with the terms and provisions of the By-laws.

    Continuing the open communication between our Board and other stakeholders, the Chief Compliance Officer (CCO) reports to the chair of the audit committee and also has a reporting relationship to the general counsel. The CCO is the executive responsible for the adoption and enforcement of a company-wide compliance and ethics program, to ensure compliance with laws, regulations and company policies. This reporting structure gives our CCO more independence and objectivity, and provides a direct line to the Board.

    Risk Management

    If not managed properly, both financial and nonfinancial risks can be a threat — to us and our policyowners. We take a broad approach to identifying and proactively managing risks, including analyzing business trends, studying key performance metrics, and measuring the capabilities of key competitors. 

    MassMutual’s goal is to help our policyowners and customers protect the ones they love, and we do that by assuring them we’ll be here when they need us most, whether that’s tomorrow or 50 years from now. 

    Learn More.

    Our leadership believes doing business the right way will help us continue to serve our customers far into the future.

    Corporate Leadership