Corporate Governance

It is our conviction that sound corporate governance creates lasting value. We therefore apply the highest recognized standards to our operations and activities in all of the markets in which we operate.

At Munich Reinsurance America, the Board of Directors includes three independent directors, and is responsible for supervising the conduct of the Company's affairs and the management of its business.  The Board's responsibilities include setting long term goals and objectives for the Company, formulating the plans and strategies necessary to achieve those objectives and supervising senior management in implementation.

 

Although the responsibility for managing the day-to-day affairs of the Company rests with senior management, the Board maintains a supervisory role in respect of, and ultimate responsibility for, all matters relating to the company and its business. The Board members act on a fully informed basis, in good faith, with due diligence and care and in the best interests of the company, its shareholder, employees, and all of its other stakeholders.

Complying With the Highest Requirements

US domestic property and casualty insurers, including reinsurers, are subject to regulation by their states of domicile and by those states in which they are licensed. Munich Reinsurance America is domiciled in Delaware and licensed to transact insurance or reinsurance business in all fifty states and the District of Columbia.
 

In 2010 Delaware adopted amendments to the Model Audit Rule, which were modeled closely on the Sarbanes-Oxley Act, concerning (i) auditor independence; (ii) corporate governance; and (iii) internal control over financial reporting. As required under the regulation, the independent members of the Board of Directors of the insurance subsidiaries also serve on the audit committee of the insurance subsidiaries.


Management believes that the US insurance and reinsurance operations are in material compliance with all applicable laws and regulations pertaining to their business and operations. 

Operating controls contribute to optimal risk management

Our established operating controls ensure financial strength, enable us to meet our obligations to clients, create sustained value for our shareholders and other stakeholders, and protect our reputation. The controls are developed and implemented in close collaboration with our parent company, Munich Re in Germany, in a number of areas including, but not limited to the following:

 

  • Forecasting and Results Monitoring
  • Aggregate Risk Monitoring and Control
  • Strong Underwriting Audit Process
  • Enterprise Risk Management

 

Compliance

Munich-American Holding Corporation, the holding company for Munich Re’s US businesses, is fully committed to conducting its business fairly, in a clearly ethical manner, and in full compliance with applicable laws and regulations.

By "a clearly ethical manner," we mean working honestly, fairly, and with integrity and respect. Our Code of Conduct and Ethics is the cornerstone of our ongoing commitment to these principles.


Our commitment to always do the right thing sometimes requires us to go beyond the strict requirements of the law to find the right result. This higher ethical standard protects our reputation and earns the confidence of our fellow employees, our regulators and, in turn, our clients and stakeholders. For all these reasons, it is clear that compliance is good for business and that effective compliance makes good business sense.

 

The complexity of the US legal and regulatory environment requires that the company continue to ensure proper controls are in place for regulatory compliance.  Our Legal Services department works across the US companies to address the many challenges of a changing regulatory and corporate environment. 

 

Compliance Hotline

Munich-American Holding Corporation provides several confidential reporting methods to hear employees’ concerns or incidents of misconduct, including a toll free compliance hotline and various other reporting methods. We will not tolerate retaliation of any kind as a result of the filing of a good faith complaint or report of illegal or unethical conduct.

 

Corporate Compliance Center

We have established a web-based training tool designed to give employees the knowledge they need to recognize issues with important ethical and legal consequences and to know when to seek advice from other colleagues and experts within Munich Re. The training covers human resource issues, ethical business practices, financial practices and international business practices. It is designed to give employees the practical knowledge they need to recognize legal and ethical issues they may encounter on the job, to make sound decisions, and to know when to seek legal assistance.

 

Code of Conduct and Ethics

Our Code of Conduct and Ethics is the cornerstone of our ongoing commitment to the principles of ethical and lawful behavior. It explains in a practical way the basic rules that apply to all of us in our work. It also underscores everyone’s personal responsibility to speak up if we ever see something that does not seem right and our promise to protect and respect those who raise legal or ethical issues.

Integrity is, and must continue to be, the basis of all our corporate relationships. Summarized within our Code of Conduct and Ethics are the fundamental principles which form the framework for preserving our business and our good name and reputation. It is the goal of these policies to prevent the occurrence of unethical or unlawful situations, to halt any such situation that may occur as soon as reasonably possible after its discovery and to discipline those who engage in it as well as individuals who fail to exercise appropriate supervision and oversight.

 
We require all employees to review the Code annually and certify that their actions are consistent with our Code and reflect our commitment to always do the right thing. In addition, each employee must actively participate in role-based compliance and ethics training.

 
Our Code of Conduct and Ethics includes detailed guidance and many helpful resources for employees with concerns about compliance or ethics. It addresses issues including, but not limited to:

 

  • Non-discrimination
  • Conflicts of interest (gifts, bribery, gratuities)
  • Insider trading
  • Financial crimes
  • Competition and antitrust rules
  • Relations with business partners and clients
  • Integrity of information and communication

 
Our Code can be summarized by these statements:

 

We are committed to maintaining an inclusive, healthy work environment. 
We are committed to integrity in our workplace.
We are committed to maintaining integrity and fairness in the marketplace.
We are committed to protecting our assets and reputation.
We are committed to fair and honest competition and market conduct.
We are committed to always doing the right thing.

Further Information