CORPORATE GOVERNANCE GUIDELINESREINSURANCE GROUP OF AMERICA, INCORPORATEDIntroduction
The Board of Directors (the “Board”) of Reinsurance Group of America, Incorporated (the“Company”) has adopted these Corporate Governance Guidelines (the “Guidelines”), upon therecommendation of the Board’s Nominating and Governance Committee (the “GovernanceCommittee”), to promote the effective functioning of the Board and its committees, to promote
the interests of shareholders, and to ensure a common set of expectations as to how the Board, itscommittees, individual directors and senior management should perform their functions. The
Board may deviate from these Guidelines from time to time as the Board may deem appropriate
in the exercise of its discretion or as required by applicable laws or regulations.
Board Responsibilities
The Board 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. Throughits oversight, the Board is responsible, alongside senior management, for setting the “tone at the
top.” The Board oversees and provides input to management on its efforts to ensure that theCompany’s cultural and ethical expectations are appropriately communicated and embraced
throughout the Company.
The Board oversees and provides advice and guidance on senior management’s formulation andimplementation of the Company’s strategic plans. The Board is also responsible for overseeing
the Company’s risk management, which oversight is carried out at the Board as well as at eachof its committees, and in particular the Risk Committee. The Board also oversees sustainability(ESG) issues. The Board delegates oversight of relevant sustainability and ESG issues to its
committees, with support from the Nominating and Governance Committee. In performing theirduties, the primary responsibility of the directors is to exercise their business judgment in the bestinterests of the Company.
In addition, certain specific corporate governance functions of the Board are set forth below:
1. Management Succession. The Board, acting through the Governance Committee, shallreview and approve management succession plans developed by the Company’s Chief
Executive Officer (the “CEO”) to ensure continuity in senior management. These plans,on which the CEO shall report at least annually, shall address:•••

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emergency CEO succession;
CEO succession in the ordinary course of business; andsuccession for the other members of senior management. The plan shall include
an assessment of senior management experience, performance, skills andanticipated career paths.

2. Evaluating the CEO. The Board, acting through the Human Capital and Compensation
Committee (the “HC&C Committee”) and under the leadership of the Chair of the Board(the “Board Chair”), shall annually conduct an evaluation of the performance of the CEO.
The Board Chair and the chair of the HC&C Committee shall communicate such evaluation
to the CEO and the chair of the Governance Committee.
3. Reviewing and Approving Significant Transactions. Board review and approval of aparticular transaction may be appropriate because of several factors, including:••••legal or regulatory requirements;
the materiality of the transaction to the Company’s financial performance, risk
profile or business;
the terms of the transaction; orother factors, such as the entering into of a new line of business or a variation from theCompany’s strategic plan.

Director Expectations
The Board has developed a number of specific expectations of directors to promote the discharge
by the directors of their responsibilities and to promote the efficient conduct of the Board’s
business.
1. Engagement and Attendance. In order to satisfy their oversight responsibilities, directors
are expected to attend all meetings of the Board and the committees on which they serve,
subject to unavoidable circumstances, and to spend the time needed and meet as
frequently as necessary to properly discharge their responsibilities. Information and datathat are important to the Board’s understanding of the business to be conducted at Boardand committee meetings shall be provided to the directors in advance of the meetings;
however, from time-to-time certain materials may be provided during a meeting.
Directors shall review advance materials prior to meetings.
2. Participation in Meetings. The Board Chair and the chair of each committee shall review
agendas for meetings of the Board and committees, respectively. Any director may
suggest matters to be included on the agendas and may raise subjects during meetings thatare not on the agendas.
In compliance with Section 303A.03 of the New York Stock Exchange (“NYSE”) Listed
Company Manual, non-management directors shall meet in executive session at least fourtimes a year. If the group of non-management directors includes directors who are not“independent” within the meaning of the NYSE Corporate Governance Standards, theIndependent Directors shall meet at least annually in an executive session that includes
only Independent Directors.
3. Loyalty and Ethics. Directors are expected to act in conformity with the Company’s
cultural and ethical values and provisions of the Directors’ Code of Business Conduct andEthics.
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4. Director Compensation. Recommendations about the composition and amount of
director compensation shall be made to the Board by the HC&C Committee, which shallconduct periodic reviews of director compensation considering the compensation of
directors at comparable companies and the advice of independent compensation
consultants when necessary or appropriate. Except as approved by a majority of theBoard, directors shall not receive any compensation from the Company except inaccordance with the director compensation arrangement approved from time to time by
the Board for services provided as a director or committee member. The Board has
adopted a Share Ownership Policy, which is applicable to all directors, and reflects theBoard’s belief that directors should have a meaningful personal financial investment in
the Company.
5. Outside Activities. Directors should advise the chair of the Governance Committee andthe Board Chair before accepting membership on other boards of directors. Directors
are encouraged to limit the number of other public company boards on which they serve,considering the requirements of time, participation and attendance that multiple board
service entails.
6. Contact with Management and Employees. All directors shall be free to contact the CEO
at any time to discuss any aspect of the Company’s business. Directors shall also havecomplete access to senior management and other employees of the Company as the needarises. The Board expects that there will be frequent opportunities for directors to meetwith the CEO and other members of management in Board and committee meetings, orin other formal or informal settings.
Further, the Board encourages senior management to bring into Board meetings from time
to time (or otherwise make available to directors) individuals who can provide additional
insight into the items being discussed because of personal involvement, expertise or
substantive knowledge in their respective areas.
7. Access to Outside Advisors. The Board and each committee may obtain advice andassistance from outside advisors as the Board or committee may determine necessary oradvisable in connection with the discharge of its duties and responsibilities. Any such
advisor may, but need not be, otherwise engaged by the Company for any other purpose.
The Company shall pay the fees and costs of any outside advisor including, without
limitation, usual and customary expenses and charges, as such compensation shall be
determined and agreed by the Board or committee.
8. Speaking on Behalf of the Company. The Board believes that senior management speaks
for the Company. Generally, directors should refer to the CEO or another individual
designated by the Company all requests for meetings or communication with investors, themedia and other constituencies that are involved with the Company (e.g., shareholders,rating agencies, regulators, corporate governance advisory services, etc.). However,directors may, from time to time, be asked to meet or otherwise communicate with one ormore of such constituencies. It is expected that any such meetings or communications by
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a director would occur with the prior knowledge of the CEO and the Board Chair and,absent unusual circumstances or as contemplated by the committee charters, only at therequest of the CEO or Board Chair.
9 . Confidentiality. The proceedings and deliberations of the Board and its committees shallbe confidential. Each director shall maintain the confidentiality of information received
in connection with his or her service as a director.
Board and Committee Meetings
The Board shall have at least four meetings each year. Further meetings shall occur if planned
or called by the Board, the Board Chair or as otherwise set forth in the Company’s Bylaws. The
Board may act by unanimous written consent in lieu of a meeting, as set forth in the Company’s
Bylaws.
Each committee shall have the number of meetings provided for in its charter, with further
meetings to occur (or action to be taken by unanimous written consent) when deemed necessaryor desirable by the committee or its chair. The Board Chair works with the CEO and senior
management to set the agenda for each Board meeting and reviews the form and type ofmaterials proposed to be provided to the Board for such meeting. Any director may suggest theinclusion of additional subjects on the agenda.
The agenda for each committee meeting shall be established by the committee chair in
consultation with appropriate members of the committee (as needed) and with senior
management. The committee chair shall also review and provide feedback on the form and typeof materials proposed to be provided to the committee for such meeting. Unless a committee
expressly determines otherwise, the agenda, materials and minutes for each committee meetingshall be available to all directors. In addition, all directors, whether or not members of thecommittee, shall be free to make suggestions to a committee chair for additions to the agenda
of a committee or to request that an item from a committee agenda be considered by the Board.
Further, all directors, whether or not members, shall be permitted to attend any committee
meeting, if invited by the committee.
Senior management will provide appropriate materials in advance of Board and committee
meetings; however, in certain cases it may not be possible to circulate materials in advance ofthe meeting given timing and other considerations relating to the operation of the business.
Materials presented to the Board and committee members should provide the informationneeded for the directors to make informed judgments and/or engage in informed discussion.
Board Structure
1. Board Leadership Structure. The offices of Board Chair and CEO have been separated
since the Company’s initial public offering in 1993. The Board believes this structure is

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in the best long-term interests of the Company and its shareholders. The Board Chair
shall be selected as set forth in the Company’s Bylaws.
2. Board Composition and Size. The members of the Board should collectively possess abroad range of skills, expertise, industry and other knowledge, and business and otherexperience useful to the effective oversight of the Company’s business. It is the sense of
the Board that, absent special circumstances, the Board should consist of no more than 15
members to facilitate its functioning.
3. Director Independence. The Board will have a majority of directors who meet the criteria
for independence (each such director, an “Independent Director”) within the meaning of
the Corporate Governance Standards of the NYSE. The Board shall undertake an annual
review of the independence of all directors. To enable the Board to evaluate eachdirector, in advance of the meeting at which the review occurs, each director shall provide
the Board with full information regarding the director’s business and other relationships
with the Company, its affiliates and senior management.
With respect to each director, the Board’s assessment and determination of such director’s
independence shall be made by the remaining members of the Board. In each case, theBoard shall broadly consider all relevant facts and circumstances and shall apply the
NYSE standards set forth on Exhibit A.
The Board will review annually any commercial, non-profit or other relationships
between each director and the Company during the preceding three years to assess eachdirector’s independence, and the Company will disclose the Board’s determinations in theproxy statement.
Directors must inform the Board whenever there are any material changes in theircircumstances or relationships that could affect their independence, including all business
relationships between a director and the Company, its affiliates, or senior management,
whether or not such business relationships would be deemed “material” under the NYSE
listing standards. Following the receipt of such information, the Board shall reevaluate
the director’s independence.
4. Director Recruitment and Nominations. The Governance Committee is responsible forassisting the Board in identifying individuals qualified to become members of the Board.
Potential candidates for director positions are identified through a variety of means,including the use of search firms, recommendations of directors, recommendations ofexecutive officers and shareholder nominations received as provided below. Potential
candidates for nomination as director must provide written information about their
qualifications and participate in interviews conducted by individual Board members, as
chosen from time to time by the Governance Committee. Candidates are evaluated using
the criteria adopted by the Board to determine their qualifications based on theinformation supplied by the candidates and information obtained from other sources.
The Governance Committee will consider shareholder nominations for directors whomeet the notification, timeliness, consent and information requirements of the Company’s
Bylaws applicable to nominations by a shareholder that are brought before an annual
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meeting of the Company’s shareholders.
The Governance Committee makes no
distinctions in evaluating candidates for positions on the Board based on whether or nota candidate is nominated by a shareholder, provided that the procedures with respect toshareholder nominations referred to above are followed.
In recommending candidates for election as directors, the Governance Committee willtake into consideration the need for the Board to have a majority of directors who meetthe independence requirements of the NYSE and such other criteria as shall be establishedfrom time to time by the Board.
The Governance Committee will recommend a candidate for election as a director only ifsuch candidate has the following qualifications:•

Commitment to the Company’s Values. Such person shall be committed to promoting
the financial success of the Company and preserving and enhancing the Company’sbusiness and ethical reputation, as embodied in the Company’s codes of conduct andethics.

•Reputation and Integrity. Such person shall be of high repute and recognized integrity
and not have been convicted in a criminal proceeding (excluding traffic violations andother minor offenses). Such person shall not have been found in a civil proceeding
to have violated any federal or state securities or commodities law and shall not be
subject to any court or regulatory order or decree limiting his or her business activity,
including in connection with the purchase or sale of any security or commodity.

•

Knowledge and Experience. Such person should possess knowledge and experiencethat will complement that of the other directors and promote the creation of shareholder
value.

•

Leadership Experience.
Such person should possess significant leadershipexperience, such as experience in business, finance/accounting, financial services
regulation, education or government, and shall possess qualities reflecting a provenrecord of accomplishment and ability to work with others.

•

Diversity. Diversity of viewpoints, background, work and other experiences(including military service), and other demographics, such as race, gender identity,
ethnicity, sexual orientation, culture and nationality.

•

Absence of Conflicting Commitments. Such person should not have conflicts ofinterest or other commitments that would prevent such person from fulfilling theobligations of a director.

•

Financial Literacy. Such person should be “financially literate” as such qualification
is interpreted by the Board in its business judgment.

•

Other Factors. Such person shall have such other characteristics as identified by theGovernance Committee from time to time and considered appropriate for membershipon the Board.

When a director’s principal occupation or business association changes from the position
he or she held when originally elected to the Board, including because of a retirement fromsuch occupation or association, the director shall inform the Board Chair and shall offer
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to tender his or her resignation. The Board Chair shall inform the chair of the GovernanceCommittee of such development and the Governance Committee shall determine theappropriate action(s), if any, to be taken.
5. Director Retirement and Term Limits. It is the policy of the Board that a director must
retire from the Board and resign effective December 31 of the year in which the director
attains age 73.
6. Assessment of Board Performance. The Board shall conduct a periodic assessment todetermine whether it and the Board committees are functioning effectively.
The
Governance Committee shall solicit comments from all directors concerning theperformance of the Board and committees and report annually to the Board about suchassessment.
Board Committees
The Board has established the Audit, Human Capital and Compensation, Nominating andGovernance, Investment, and Risk Committees. The Board may, from time to time, establish or
maintain additional committees as necessary or appropriate. Each member of the Audit, Human
Capital and Compensation, and Governance Committees shall consist entirely of Independent
Directors. The Board shall determine whether or not at least one member of the Audit Committee
is an “audit committee financial expert” with the attributes described in Item 407 of Regulation
S-K promulgated by the Securities and Exchange Commission.
Upon the recommendation of the Governance Committee, the Board shall appoint the members of
the committees. Each committee shall have a charter that sets forth its role and responsibilities.
Each committee shall be composed of no fewer than three members. Each committee member
must satisfy the membership requirements set forth in the relevant committee charter. A director
may serve on more than one committee.
The Governance Committee shall be responsible for identifying Board members qualified to fillvacancies on any committee and recommending that the Board appoint the identified member ormembers to the applicable committee. The Independent Directors, considering the views of theBoard Chair, shall recommend one member of each committee as chair of such committee.
Director Orientation and Continuing Education
Within a reasonable period of time following a director’s election to the Board, he or she shallparticipate in an orientation program which will include, among others, presentations by theCompany’s executive officers concerning the Company’s strategic plans, significant businesssegments and corporate functions, significant financial, accounting and risk management issues,compliance and ethics programs and policies, and internal and independent auditors. At least once
each year the Board and executive officers shall engage in an in-depth review of the Company’s
strategic plans and goals, significant business challenges and opportunities.

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In addition, each director is expected to maintain the necessary level of expertise to perform hisor her responsibilities as a director. Each director is encouraged to pursue periodic continuing
education programs to assist the director in maintaining the necessary level of expertise.
Review of Corporate Governance Guidelines
The Governance Committee shall periodically conduct a review of these Corporate Governance
Guidelines and recommend any proposed changes to the Board.
Board Communications
Any person who wishes to communicate with any of the Company’s directors, Board Chair,committee chairs, or with the Independent Directors as a group, may mail correspondence to:
Board of Directors
Reinsurance Group of America, Incorporated
16600 Swingley Ridge Road
Chesterfield, Missouri 63017
Attention: Secretary

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Exhibit A
Independence Standards
A director is not independent if:
1. The director is, or has been within the last three years, an employee, or whose
immediate family member has been, within the last three years, an executive officer, of
the Company;
2. The director (or a member of his or her immediate family) received during any 12month period within the last three years, more than $120,000 in direct compensationfrom the Company, other than director and committee fees and pension or other forms
of deferred compensation for prior service (provided such compensation is notcontingent in any way on continued service);
3.

(a) The director is a current partner or employee of the Company’s independent
auditor; (b) the director has a member of his or her immediate family who is a current
partner of the Company’s independent auditor; (c) the director has a member of his or
her immediate family who is a current employee of the Company’s independent auditor
and personally works on the Company’s audit; or (d) the director of a member of hisor her immediate family was, within the last three years, a partner of or employed by
the Company’s independent auditor and personally worked on the Company’s audit;

4. The director (or any member of his or her immediate family) is or has been, within thelast three years, employed as an executive officer of another company where any of theCompany’s present executives serves on that company’s compensation committee;
and/or
5. The director (or any member of his or her immediate family) is currently employed as
an executive officer of another entity that has made payments to, or received payments
from, the Company for property or services in an amount which, in an of the last threefiscal years, exceeded the greater of $1 million or two percent of the other entity’s
consolidated gross revenues in that fiscal year.
The following relationships will not be considered to be relationships that would impair, or appear
to impair, a director’s ability to make independent judgments:
1. The director, or an immediate family member of a director, is an executive officer ofan entity that does business with the Company and the other entity’s annual sales to, orpurchases from, the Company are less than two percent of the annual revenues of theCompany and less than two percent of the annual revenues of such other entity;9

2.

The director is an executive officer of an entity that is indebted to the Company or isan executive officer of an entity to which the Company is indebted and, in either case,the aggregate amount of such debt is less than two percent of the total consolidated
assets of the Company and less than two percent of the total consolidated assets of suchother entity; and/or

3. The director, or an immediate family member of a director, serves as an executive
officer of a non-profit entity to which the Company or the RGA Foundation makes
discretionary contributions (i.e., excluding matching gifts) or other payments and allsuch discretionary contributions or other payments to such entity are less than two
percent of that entity’s total annual charitable receipts and other revenues.
For purposes of the foregoing, “immediate family member” has the meaning provided in Section
303A.02 of the NYSE Corporate Governance Standards.

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