SCHEDULE 14A

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Filed by the Registrant [X]

Filed by a Party other than the Registrant [   ]

Check the appropriate box:

TRIPLE-S MANAGEMENT CORPORATION

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.
[   ] Fee computed on table below per Exchange Act Rules 14a-6(i) (1) and 0-11.

     (1) Title of each class of securities to which transaction applies:

     (2) Aggregate number of securities to which transaction applies:

     (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

     (4) Proposed maximum aggregate value of transaction:

     (5) Total fee paid:

     [   ] Fee paid previously with preliminary materials:

     [   ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11 (a) (2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

     (1) Amount Previously Paid:

     (2) Form, Schedule or Registration Statement No.:

     (3) Filing Party:

     (4) Date File:

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SIXTH

ANNUAL MEETING OF SHAREHOLDERS

SUNDAY, APRIL 25, 2004

TABLE OF CONTENTS

March 26, 2004

INVITATION TO THE

ANNUAL MEETING OF SHAREHOLDERS

Dear Shareholders:

It is very important that you attend and personally exercise your right to vote at the Annual Meeting. However, if you cannot attend, we urge you to sign, date, and return the Proxy Form solicited by the Board of Directors of Triple-S Management. You may send the Proxy Form to the attention of Dr. Jesús R. Sánchez-Colón, Secretary of the Board of Directors, at the following faxes or addresses:

Fax:
(787) 749-4191 or (787) 706-4023

In Person or By Messenger:
Office of the Secretary of the Board of Directors
Triple-S Management Corporation Principal Office Building
1441 FD Roosevelt Avenue, Sixth Floor
San Juan, Puerto Rico 00920

By Mail:
Office of the Secretary of the Board of Directors
Triple-S Management Corporation
PO Box 363628
San Juan, Puerto Rico 00936-3628

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The Shareholders may personally register their Proxies at the Office of the Secretary of the Board of Directors of Triple-S Management, before the day set for the Annual Meeting and during Triple-S Management’s office hours, Monday through Friday from eight o’clock in the morning (8:00 am) to four thirty in the afternoon (4:30 pm), except Saturdays, Sunday, and holidays.

The Shareholders shall also have the opportunity to personally register their Proxies in the Panamá Room at the Condado Plaza Hotel, San Juan, Puerto Rico, on Saturday, April 24, 2004, from one o’clock (1:00 pm) until five o’clock in the afternoon (5:00 pm).

Those Shareholders that do not register their Proxies before the day the Annual Meeting takes place will be able to register them on Sunday, April 25, 2004, from seven thirty in the morning (7:30 am) until the Proxy Registry is ordered to be closed.

In order to accelerate the process of computerized registration, we enclose the Proxy of the Board of Directors, printed with the name and the amount of corresponding shares registered for each Shareholder. We are sure that this will contribute to the success of the Proxy Registry.

The Board of Directors counts with your participation. Your vote is important!

Sincerely,

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NOTICE FOR THE

ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON SUNDAY, APRIL 25, 2004

To the Shareholders of Triple-S Management:

Pursuant to Articles 5-1 and 5-3 of the By-laws of Triple-S Management, the Board of Directors convenes the Annual Meeting of Shareholders to be held on Sunday, April 25, 2004 at 9:00 am in the Ponce de León Rooms A, B, and C of the Condado Plaza Hotel, at 999 Ashford Avenue, San Juan, Puerto Rico.

The Annual Meeting will take place in order to consider and vote on the following matters:

Matters to be Acted Upon

Board of Directors’ Proposals

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Shareholders’ Proposals

Other Matters

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The Board of Directors has set March 15, 2004 as the date to determine which Shareholders have the right to be convened and vote at the Annual Meeting on April 25, 2004.

The Proposals are described in the accompanying Proxy Statement. We encourage you to read them before voting. The Board of Directors has carefully considered each of the Proposals and recommends that you vote In Favor of the Election of Directors and Resolutions Number 1, 2, and 3, and Against Resolution 4.

We cordially invite you to attend the Annual Meeting.
It is important that your shares be present or represented, regardless of
the amount of shares that you own. Even if you plan to attend the Annual Meeting, we urge you to
promptly complete, sign, date, and return the enclosed Proxy Form.

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PROXY STATEMENT

FOR THE ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON SUNDAY, APRIL 25, 2004

To the Shareholders of Triple-S Management:

This Proxy Statement is furnished to the Shareholders of Triple-S Management Corporation (“Triple-S Management”) in connection with the Annual Meeting of Shareholders (the “Annual Meeting”) to be held on Sunday, April 25, 2004 at 9:00 am in the Ponce de León Rooms A, B, and C of the Condado Plaza Hotel, at 999 Ashford Avenue, San Juan, Puerto Rico, or any postponement, recess, suspension, or adjournment of said Annual Meeting.

The Board of Directors of Triple-S Management solicits that you grant your Proxy to the Board of Directors. Therefore, we urge you to sign, date, and return the enclosed Proxy Form. The Shareholders may send the Proxy Form to the following faxes or addresses:

FAX:
(787) 749-4191 or (787) 706-4023

IN PERSON OR BY MESSENGER:
Office of the Secretary of the Board of Directors
Triple-S Management Corporation Principal Office Building
1441 FD Roosevelt Avenue, Sixth Floor
San Juan, Puerto Rico 00920

BY MAIL:
Office of the Secretary of the Board of Directors
Triple-S Management Corporation
PO Box 363628
San Juan, Puerto Rico 00936-3628

ATTENTION:
Jesús R. Sánchez-Colón, DMD
Secretary of the Board of Directors

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The members of the Board of Directors, designated as proxy holders in the Proxy Form, any one of them or their substitutes, will have the power and authority to vote the shares of the Shareholder that grants the Proxy to the Board of Directors. The Board of Directors will have the right to act and vote as if the Shareholder would be present at the Annual Meeting, or any postponement, recess, suspension, or adjournment of said Annual Meeting.

The Proxy Form will not be valid unless it is signed by the Shareholder and Triple-S Management receives it on time, before the Annual Meeting. The Proxy solicited hereby may only be exercised at the Annual Meeting of Shareholders on April 25, 2004, and in any postponement, recess, suspension, or adjournment of said Annual Meeting.

The Board of Directors pledges to vote the shares represented in every Proxy granted to the Board of Directors by any Shareholder. The vote will be exercised pursuant to the instructions received from the Shareholder granting the Proxy if the Shareholder indicates in said Proxy whether he/she chooses to approve, disapprove, or abstain from the matters that will be under consideration at the Annual Meeting. If the Shareholder does not indicate whether he/she chooses to approve, disapprove, or abstain from the matters that will be under consideration at the Annual Meeting, the Board of Directors will vote In Favor of the Election of Directors and Resolutions 1, 2, and 3, and Against Resolution 4.

The Board of Directors is not aware of any other business that may properly come before the Annual Meeting, other than the matters indicated in this Proxy Statement. However, if any new matter requiring the vote of the Shareholders is properly presented before the Annual Meeting of Shareholders, the Board of Directors intends that Proxies solicited hereby will be voted with respect thereto in accordance with the best judgment of the proxy holders.

The Board of Directors urges Shareholders to complete the Proxy Form attached hereto. However, the Puerto Rico General Corporations Law of 1995, as amended, affords every Shareholder of a corporation the right to be represented at a shareholders’ meeting by completing any document (proxy), if and when said document complies with the requirements set forth in said law.

If a Shareholder signs a Proxy Form without expressly designating the name of the proxy holder and sends it to Triple-S Management, said Proxy will be considered as being granted in favor of the Board of Directors. These Proxies will be voted at the Annual Meeting as indicated in this Proxy Statement.

The Annual Meeting will take place in order to consider and vote on the matters indicated in the Notice for the Annual Meeting of Shareholders and described in this Proxy Statement.

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MAILING DATE

On March 26, 2004, the Board of Directors of Triple-S Management will send this Proxy Statement, the Notice for the Annual Meeting of Shareholders, and the Proxy Form to the Shareholders entitled to vote at the Annual Meeting.

RECORD DATE

The Board of Directors has set March 15, 2004 as the date to determine which Shareholders have the right to receive the Notice of and vote at the Annual Meeting.

SOLICITATION OF PROXIES

The solicitation of Proxies will be done by the Board of Directors of Triple-S Management. The solicitation of Proxies will take place pursuant to the applicable requirements established in the Articles of Incorporation and By-laws of Triple-S Management, as well as the applicable provisions of the Puerto Rico General Corporations Law, the Securities and Exchange Act of 1934, as amended (the “1934 Act”), and the rules and regulations promulgated thereunder.

As of the mailing date of this Proxy Statement, no Director has given written notice to the Board of Directors that he/she intends to oppose any action taken or to be taken by the Board.

METHOD OF SOLICITATION

In addition to soliciting Proxies by mail, the Board of Directors of Triple-S Management may solicit Proxies in person, by phone, by fax, or by any other means of communication.

The Board of Directors may also solicit Proxies through employees or persons hired to do such work. These persons may visit the Shareholders of Triple-S Management in order to collect the Proxies and send them to the Office of the Secretary of the Board of Directors of Triple-S Management. If a Shareholder has not received the Notice for the Annual Meeting of Shareholders, the Proxy Statement or any other document, these persons will give copies of said documents to such Shareholders, will briefly explain the contents of the document, and will urge the Shareholder to vote In Favor of the Election of Directors and Resolutions 1, 2, and 3, and Against Resolution 4.

Triple-S Management will pay the cost of the solicitation of Proxies, which in its estimation may reach approximately fifty thousand dollars ($50,000).

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REVOCABILITY OF PROXIES

The Shareholders have a right to revoke the Proxy at any time before it is voted. Any Shareholder may revoke his/her proxy by giving written notice to the Secretary of the Board of Directors of Triple-S Management.

The notice to revoke the Proxy may be delivered in person or by messenger at the following address: Office of the Secretary of the Board of Directors, Triple-S Management Corporation Principal Office Building, 1441 FD Roosevelt Avenue, Sixth Floor, San Juan, Puerto Rico 00920. The Shareholder may also send the notice to revoke the Proxy by fax at (787) 749-4191 or (787) 706-4023, or by mail at the Office of the Secretary of the Board of Directors, Triple-S Management Corporation, PO Box 363628, San Juan, Puerto Rico 00936-3628.

Any Shareholder of Triple-S Management who has revoked the Proxy and attends the Annual Meeting may vote in person if he/she registers to vote. In addition, if a Shareholder attends and registers to vote at the Annual Meeting, the Proxy granted to the Board of Directors will be revoked, and the Shareholder will be able to vote his/her shares in person.

A Proxy granted at a later date, will revoke a Proxy granted at an earlier date.

SOLICITATIONS INDEPENDENT FROM THE
SOLICITATION OF THE BOARD OF DIRECTORS

The Board of Directors informs the Shareholders that if they wish to conduct a proxy solicitation independent from the solicitation being conducted through this Proxy Statement and the Proxy Form, they must comply with the requirements set forth in the Articles of Incorporation and By-laws of Triple-S Management, the Puerto Rico General Corporations Law, the 1934 Act, and the rules and regulations promulgated thereunder.

ISSUED AND OUTSTANDING SHARES

The only outstanding voting securities of Triple-S Management are shares of its Common Stock, with a par value of forty dollars ($40) per share.

As of March 15, 2004, there were 8,943 shares of Common Stock issued and outstanding with the right to vote.

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SHAREHOLDERS’ RIGHT TO VOTE

At the Annual Meeting, each Shareholder will have as many votes as the amount of shares that are registered under his/her name in the corporate books of Triple-S Management.

The right to vote at the Annual Meeting may be exercised in person or by Proxy. No authorization to vote will be valid unless it is issued with the Shareholder’s signature and it is received before the Proxy Registry is ordered to be closed at the Annual Meeting.

The Articles of Incorporation and By-laws of Triple-S Management expressly prohibit cumulative voting.

QUORUM

Pursuant to Article 5-5 of the By-laws of Triple-S Management, a majority of the shares issued and outstanding at the time the Annual Meeting is set to begin will constitute quorum. In terms of the percentage of issued and outstanding shares, this means that at 9:00 am fifty percent plus one (50% + 1) of the shares with the right to vote issued and outstanding must be present at the Annual Meeting to constitute quorum.

As of March 15, 2004, Triple-S Management had 8,943 shares issued and outstanding. Therefore, at 9:00 am 4,473 shares issued and outstanding that are registered to vote at the Annual Meeting will constitute quorum.

The By-laws also provide that if at the time set in the Notice for the Annual Meeting of Shareholders to begin the Annual Meeting (at 9:00 am) quorum is not present, there will be a waiting period of thirty minutes (until 9:30 am). At the end of the thirty minutes, one third (1/3) of the shares issued and outstanding that are registered to vote at the Annual Meeting will constitute quorum. Therefore, at 9:30 am 2,981 shares issued and outstanding that are registered to vote at the Annual Meeting will constitute quorum.

Article 5-5 of the By-laws provides that if quorum is not present at that time, the Annual Meeting will be convened in the next thirty (30) days. At this second Notice for the Annual Meeting, one third (1/3) of the shares issued and outstanding that are registered to vote at the Annual Meeting will constitute quorum. If quorum is not present at this meeting, the Board of Directors may convene as many meetings as necessary as long as the requirement of quorum, of one third (1/3) of the shares issued and outstanding registered to vote at the Annual Meeting, is met.

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PRINCIPAL HOLDERS OF THE SHARES

As of March 15, 2004 there is no entity or entities which, by itself or as a group, as these terms are defined in Section 13(d)(3) of the 1934 Act, are beneficial owners of five percent (5%) or more of the shares of common stock of Triple-S Management.

The following table shows the total amount of shares beneficially owned by the Directors and Executive Officers of Triple-S Management and its Subsidiaries (the “Corporation”), as individuals, as well as the total number of shares owned beneficially by all of the Directors and the Executive Officers of the Corporation as a group.

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* These persons are Directors representing the community and have received one share of common stock of Triple-S Management in order to comply with the requirement established in the By-laws of Triple-S Management which provide that the Directors must be Shareholders of Triple-S Management.

** Less than 1%.

*** CPA Ramón M. Ruiz-Comas is the President and Chief Executive Officer (CEO) of Triple-S Management. Pursuant to the provisions of the Articles of Incorporation and By-laws of Triple-S Management, the President of Triple-S Management shall be a member of the Board of Directors as long as he is serving as President. Therefore, the President of Triple-S Management is a Director representing the community and received one share of common stock of Triple-S Management (less than 1%) in order to comply with the requirement established in the By-laws of Triple-S Management which provide that the Directors must be Shareholders of Triple-S Management.

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MATTERS TO BE ACTED UPON

ELECTION OF DIRECTORS

Board of Directors

The Articles of Incorporation and By-laws state that the Board of Directors shall consist of nineteen persons, ten of which must be representatives of the community, as such term is defined by the Blue Cross and Blue Shield Association (“BCBSA”). The other nine Directors must be physicians or dentists.

Directors Whose Terms Will Expire in 2006

Directors Whose Terms Will Expire in 2005

Nominees for Election as Directors in 2004

At the Annual Meeting, eight Directors will be elected by ballot, each serving a term of three years until April 2007.

Of those eight Directors whose terms expire, one is a physician (Dr. Fernando J. Ysern-Borrás) and seven are representatives of the community (CPA Ramón M. Ruiz-Comas, Mr. Mario S Belaval-Ferrer, Mr. José Davison-Lampón, CPA Sonia Gómez de Torres, Mr. Héctor Ledesma-Rodríguez, Mr. Juan José León-Soto, and Mr. Manuel Suárez-Méndez).

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As a requirement of the BCBSA, of which Triple-S Management and Triple-S, Inc. are members, the representatives of the community cannot be physicians or dentists, nor service providers, employees, or members of the Board of Directors of any participant or health care services provider.

The Nominations Committee of the Board of Directors of Triple-S Management met and evaluated all recommended potential candidates for the position of Directors. After their evaluation, the Committee submitted a report to the Board of Directors, who recommends the following nominees for election:

CPA Ramón M. Ruiz-Comas is currently serving the remainder of the three-year term of the past President and CEO of Triple-S Management, Mr. Miguel A. Vázquez-Deynes. Pursuant to the provisions of the Articles of Incorporation and By-laws of Triple-S Management, the President of Triple-S Management shall be a member of the Board of Directors as long as he is serving as President.

Dr. Fernando J. Ysern-Borrás, Mr. Mario S Belaval-Ferrer, Mr. José Davison-Lampón, and, Mr. Manuel Suárez-Méndez currently serve as members of the Board of Directors. Their contribution to Triple-S Management is relevant for the continuity of the work accomplished at the Board. They have not served for more than nine years nor have they been elected more than three times. Because of the abovementioned facts, the Board of Directors nominates these Directors for reelection.

For a detailed explanation of Tenure Requirements, please refer to “Tenure of Directors” below.

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Based on Triple-S Management’s strategic plan, the Board of Directors understands that adding certain areas of expertise will strengthen Triple-S Management’s capacities. The Board of Directors, taking into consideration the recommendations of the Nominations Committee and the aforementioned strategic plan, has nominated Ms. Carmen Ana Culpeper-Ramírez, Mr. Manuel Figueroa-Collazo, and Mr. Miguel Nazario-Franco, since they comply with the legal and statutory requirements as representatives of the community with financial, corporate, and entrepreneurial experience. These nominees would substitute three current Directors (CPA Sonia Gómez de Torres, Mr. Héctor Ledesma-Rodríguez, and Mr. Juan José León-Soto), who have not been nominated because they have served for three terms or have completed nine years of service.

The Board of Directors understands that all of the nominees may be elected for the abovementioned positions and may serve for a term of three years, since they comply with all the requirements for such election.

The persons named as proxy holders in the Proxy Form attached hereto, or any substitute proxy holder, must vote the Proxies pursuant to the instructions received from the Shareholder granting the Proxy. If the Shareholder does not indicate any choice of vote with regards to the Election of Directors, the Board of Directors will vote in favor of the eight nominees recommended for election in this Proxy Statement.

If for any reason, unknown at this time, any of the nominees is not available for election, the Proxy solicited hereby confers discretionary authority on the Board of Directors to vote the Proxy with respect to the election of any person as director in substitution of any nominee that is not available for election. It is intended that proxies voted in this respect will be voted in accordance with the best judgment of the Board of Directors.

Vote and Recommendation

The Directors will be elected by a majority of the affirmative votes of the issued and outstanding shares with the right to vote in the elections for Directors that are present or represented by proxy at the Annual Meeting, pursuant to Section A of Article 7-1 of the By-laws of Triple-S Management and Article 7.06(C) of the General Corporations Law of 1995, as amended.

The Board of Directors recommends that you vote In Favor of the election of each nominee to the Board of Directors.

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DIRECTORS AND EXECUTIVE OFFICERS

The business and affairs of Triple-S Management are governed by its Board of Directors, which in accordance with its Articles of Incorporation and By-laws, currently, consists of nineteen Directors.

Directors are elected on a staggered basis every three years at the Shareholders Annual Meeting. The last election of Directors by Shareholders was on April 27, 2003.

The Board of Directors may appoint new Directors to fill the vacancies that occur when a Director cannot continue in the Board of Directors for any reason. The new Director will serve for the remainder of the term of the former elected Director.

Triple-S Management’s President and Chief Executive Officer (CEO) is appointed by the Board of Directors and holds the office at the Board’s discretion.

Scheduled meetings of Triple-S Management’s Board of Directors are held at least once a month. Special Board meetings are held when convened by the Chairman of the Board or by at least five Board members.

Listed below are Triple-S Management’s current Directors and Executive Officers:

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Triple-S Management Corporation

Triple-S Management is a holding company that conducts its business through its wholly-owned subsidiaries corporations: Triple-S, Inc., Seguros de Vida Triple-S, Inc., Seguros Triple-S, Inc., Interactive Systems, Inc., and Triple-C, Inc.

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Listed below is certain biographical information of the Directors of Triple-S Management showing their past experience in the last five (5) years.

Fernando J. Ysern-Borrás, MD

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Valeriano Alicea-Cruz, MD

José Arturo Álvarez-Gallardo

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Mario S Belaval-Ferrer

Arturo R. Córdova-López, MD

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José Davison-Lampón, Esq.

Porfirio E. Díaz-Torres, MD

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Sonia Gómez de Torres, CPA

Héctor Ledesma-Rodríguez

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Vicente J. León-Irizarry, CPA

Juan José León-Soto, Esq.

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Fernando L. Longo-Rodríguez, MD

Wilfredo López-Hernández, MD

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Manuel A. Marcial-Seoane, MD

Wilmer Rodríguez-Silva, MD

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Ramón M. Ruiz-Comas, CPA

Jesús R. Sánchez-Colón, DMD

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Adamina Soto-Martínez, CPA

Manuel Suárez-Méndez, PE

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Listed below is certain biographical information of the nominees for the position of Director of Triple-S Management whom are not currently serving as Directors, showing their past experience during the last five (5) years.

Carmen Ana Culpeper-Ramírez

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Manuel Figueroa-Collazo, PhD

Miguel Nazario-Franco

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Listed below is biographical information of Certain Executive Officers of the Corporation.

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TENURE OF DIRECTORS

The Articles of Incorporation and By-laws of Triple-S Management provide that the Board of Directors shall be divided into three groups, where Directors of Triple-S Management shall be elected to serve terms of three years in a staggered manner. They also provide that, with the exception of the President and Chief Executive Officer of Triple-S Management, Directors can only serve a maximum of three terms of three years each or nine years of service.

Article Eleventh of the Articles of Incorporation and Article 7-1 of the By-laws also state that the terms and years that a Director served in Triple-S, Inc., prior to the Corporate Reorganization, will be considered in order to determine the years and terms that the Director has served in Triple-S Management for tenure purposes. These provisions also state that any Director will continue serving his/her office until a successor is duly elected and takes possession of his/her office.

In addition, Triple-S Management has an outstanding policy adopted by the Board of Directors, which establishes that the Chairman of the Board of Directors, who is elected every year, cannot serve in said office for more than three years.

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BOARD OF DIRECTORS OF TRIPLE-S MANAGEMENT AND ITS COMMITTEES

The Board of Directors of Triple-S Management held twenty-seven meetings during the fiscal year ended December 31, 2003. During the last fiscal year, all members of the Board of Directors of Triple-S Management attended more than 75% of the aggregate of (1) the total number of meetings of the Board of Directors of Triple-S Management (regular and special), and (2) the total number of meetings held by all Committees of the Board of Directors of Triple-S Management on which the Board member served (during the periods that the Board member served).

The By-laws provide that the Board of Directors of Triple-S Management shall have the following standing Committees: Executive Committee, Finance Committee, Resolutions and Regulations Committee, Nominations Committee, and Audit Committee. The Board of Directors may create any other Committee, which it deems necessary for the proper operation of Triple-S Management’s business.

Triple-S Management has various standing committees as described below, in addition to other ad hoc committees.

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Executive Committee

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Finance Committee

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Resolutions and Regulations Committee

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Nominations Committee

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Compensation Committee

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Audit Committee

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REPORT OF THE AUDIT COMMITTEE

The Audit Committee consists of seven members of Triple-S Management’s Board of Directors. Each of the members of the Audit Committee satisfies the applicable independence requirements under the rules of the New York Stock Exchange as such requirements are interpreted by the Board of Directors in its best business judgment.

The Audit Committee operates pursuant to a Charter that was adopted, as amended, by the Board of Directors of Triple-S Management. A copy of such Charter, as amended, is attached to this Proxy Statement as Appendix B.

The following amendments were made to the Audit Committee Charter: (1) the Chair of the Audit Committee shall be appointed by the members of the Committee, and (2) the Committee shall appoint the Director of the Internal Audit Office when such position is vacant.

The role of the Audit Committee is to assist the Board of Directors of the Corporation in its oversight of the Corporation’s financial reporting process, as well as the Corporation’s internal and external audit processes. The Committee can communicate directly with the Board of Directors of the Corporation, and require corrective plans related to findings included in reports submitted by the internal or external auditors, as well as any other matter brought to the attention of the Committee.

The Committee has the resources and authority to discharge its responsibilities, including the authority to engage external auditors for special audits, reviews, and other procedures and to retain special counsel and other experts, consultants, or advisors. The Committee appoints or terminates the engagement of the external auditors and reviews the external auditors’ proposed audit scope and approach, including coordination of the audit effort with the Internal Audit Office.

As set forth in the Charter, Corporation’s Management is responsible for: (1) the preparation, presentation, and integrity of the Corporation’s consolidated financial statements, and (2) maintaining appropriate accounting and financial reporting principles, policies, and internal controls and procedures that provide to comply with accounting standards and applicable laws and regulations. The independent auditors of the Corporation are responsible for auditing the Corporation’s consolidated financial statements and expressing an opinion as to their consistency with generally accepted accounting principles.

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The members of the Committee are not full-time employees of the Corporation. While some of them may be accountants or auditors by profession, the Audit Committee relies on and makes no independent verification of the financial or other information presented to it or representations made by the Management or the independent auditors. Accordingly, the Audit Committee’s oversight does not provide an independent basis to determine that management has maintained appropriate accounting and financial reporting principles and policies, or internal controls and procedures, designed to achieve compliance with accounting standards, and applicable laws and regulations.

In the performance of its oversight function, the Audit Committee has reviewed and discussed the consolidated audited financial statements of the Corporation for the fiscal year ended December 31, 2003 with the Management and the independent auditors.

The Audit Committee has also discussed with the external auditors the matters required to be discussed by Statement on Auditing Standards No. 61 (Communication with Audit Committees), as currently modified or supplemented. Finally, the Audit Committee has received the written disclosures and the letter from KPMG, LLP required by Independence Standards Board Standard No. 1 (Independence Discussion with Audit Committees), as currently modified or supplemented, has considered whether the provision of non-audit-services by the external auditors to the Corporation is compatible with maintaining the auditors’ independence, and has discussed with the external auditors their independence from the Corporation and its Management.

Based on the Audit Committee’s review of the consolidated audited financial statements and the discussions referred above with the Management and the external auditors and subject to the limitations on the role and responsibilities of the Audit Committee set forth in the Charter and those discussed above, the Audit Committee recommended to the Board of Directors that the Corporation’s consolidated audited financial statements be included in Triple-S Management’s Annual Report on Form 10-K for the year ended December 31, 2003 for filing with the Securities and Exchange Commission (“SEC”).

Submitted by the Audit Committee

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APPOINTMENT OF INDEPENDENT ACCOUNTANTS

The Board of Directors, in accordance with the recommendation of its Audit Committee, has appointed KPMG LLP, as external auditors, to audit the consolidated annual financial statements of the Corporation for the fiscal year ending December 31, 2004.

Representatives of KPMG LLP will be present at the Annual Meeting and will be afforded the opportunity to make a statement if they desire to do so and to respond to appropriate questions.

DISCLOSURE OF AUDIT FEES

The following is a description of the fees paid or accrued by the Corporation for the audit and other services provided by KPMG LLP for the fiscal years ended December 31, 2003 and 2002.

Audit Fees

The aggregate “Audit Fees” paid or accrued by the Corporation for professional services rendered by KPMG LLP in connection to the audit of the Corporation’s annual consolidated financial statements as of and for the fiscal years ended December 31, 2003 and 2002, and for the reviews of the consolidated financial statements included in the Corporation’s quarterly report on Form 10-Q were $1,189,125 ($628,200 and $560,925 for the years ended 2003 and 2002, respectively).

Audit Related Fees

There are no “Audit Related Fees” paid or accrued by the Corporation for the fiscal years ended December 31, 2003 and 2002.

Tax Fees

The aggregate “Tax Fees” paid or accrued by the Corporation for professional services rendered by KPMG LLP for the fiscal years ended December 31, 2003 and 2002 were $193,725, ($65,800 and $127,925 for the years ended 2003 and 2002, respectively). These fees refer to general consulting fees on tax matters to the Corporation.

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Financial Information Systems Design and Implementation Fees

There are no “Financial Information Systems Design and Implementation Fees” paid or accrued by Corporation for the fiscal years ended December 31, 2003 and 2002.

All Other Fees

The aggregate “All Other Fees” paid or accrued by the Corporation for other professional services rendered by KPMG LLP for the fiscal years ended December 31, 2003 and 2002 were $268,888 ($100,702 and $168,186 for the years ended 2003 and 2002, respectively). The “All Other Fees” are basically related to Information Risk Security Regulatory Compliance Assessments of Medicare and support to the Internal Audit Office.

The Audit Committee has considered that the provision of the services covered by this paragraph is compatible with maintaining the independence of the external auditors of the Corporation.

Pre-Approval Policies and Procedures

All auditing services (including underwriting comfort letters or statutory audits required for insurance companies) and non-audit services must be pre-approved by the Committee. Pre-approval is not required for non-audit services if: (1) the aggregate dollar value of such services does not exceed five percent of the total fees paid by the Corporation to the external auditors during the fiscal year in which the non-audit services are provided, (2) such services were not recognized by the Corporation at the time of the engagement to be non-audit services, and (3) such services are promptly brought to the attention of and approved by the Committee prior to the completion of the audit.

All non-audit services were pre-approved by the Audit Committee.

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EXECUTIVE COMPENSATION

Compensation of Directors

Only Directors who are not employees of Triple-S Management receive fees for attendance to Board of Directors or Committee meetings.

From January 1, 2003 to September 30, 2003, the Chairman of the Board of Triple-S Management received $350 for each Board of Directors meeting presided. Each Director of Triple-S Management received $250 for each Board of Directors meeting attended and $200 for each Committee meeting attended. The Chair of each Committee of the Board of Directors of Triple-S Management received $300 for each meeting presided.

In September, 2003, an external consulting firm was hired to evaluate the fees received by the Directors of Triple-S Management for their attendance to Board and Committee meetings. The external consulting firm evaluated the compensation received by the members of the Board and compared that to ten companies with similar business operations and five published surveys. The external consulting firm analyzed the number of Board and Committee meetings attended by the chosen member group in fiscal year 2002 and the actual compensation program established by Triple-S Management versus comparable companies in the United States and Puerto Rico. According to their findings, they submitted a report, which concluded that Triple-S Management’s compensation for its Directors was below the average of comparable companies in the United States and Puerto Rico. The external consulting firm also recommended some modifications regarding the compensation of Directors, in order to attract qualified candidates for positions in the Board and be able to retain their services. The Board of Directors, in turn, evaluated the external consulting firm’s findings and approved a measure to implement a compensation program for the Directors.

The compensation program was implemented starting on October 1, 2003. According to this compensation program, the Chairman of the Board receives a fixed retainer of $875 per month and each other Director receives a fixed retainer of $667 per month. The Directors who attend the meetings of the Board of Directors receive $200 for each Board meeting attended. Furthermore, the members of each Core Committee receive $200 for each Committee meeting attended, except for the Audit Committee members who receive $250 for each Committee meeting attended. The members of the other Committees and Subcommittees receive $150 for each meeting attended. The Chairs of the Committees receive an additional $100 fee for each Committee meeting presided.

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During the fiscal year, the Directors of Triple-S Management also received health insurance free of charge. For those Directors that are currently serving as Directors of Triple-S Management, the health insurance plan also includes coverage for spouses and dependants.

Directors also received, as an additional compensation, a per diem amount of $300 for every day the Director is unable to work at his or her office, as a result of travel related to their responsibilities as Directors or having to attend activities or engagements of Triple-S Management, except for the Annual Meeting of the Board of Directors.

Compensation of Executive Officers

Annual Compensation

The following table sets forth the annual compensation for Triple-S Management’s President and Chief Executive Officer, and the Corporation’s four other most highly compensated executive officers for the fiscal years ended December 31, 2003, 2002 and 2001.

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Summary of Compensation Table

Notes

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REPORT OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION

The Board of Directors of Triple-S Management evaluates the compensation policy for the President and CEO, and Executive Officers of the Corporation based on the recommendations made by the Compensation Committee of the Board. The compensation policy is developed considering, among other factors, competitive pay practices for developing a stronger relationship between executive compensation and Triple-S Management’s long-term performance.

The Board of Directors, through the Compensation Committee, has retained the professional services of an external consulting firm to evaluate the compensation structure of the Executive Officers.

The President and Chief Executive Officer

On an annual basis, the President and CEO (CPA Ramón M. Ruiz-Comas for 2003) submits to Triple-S Management’s Board of Directors a plan setting forth both quantitative and qualitative goals applicable to each year, as well as long-term goals. In order to determine the President and CEO’s compensation, the Board of Directors evaluates the President’s performance by taking into consideration the growth of the organization, implementation of a diversification strategy, achievement of financial goals, improvements to the product and service delivery system and development of human resources. During 2003, CPA Ramón M. Ruiz-Comas’ compensation consisted of an annual base salary and an annual bonus. For that year, the Board of Directors voted to increase CPA Ramón M. Ruiz-Comas’ base annual salary to $402,500. In addition, in 2003 CPA Ramón M. Ruiz-Comas received a performance bonus of $140,000, which is comparable to other chief executive officers in the insurance industry and is targeted to be in the mid-range of these base salaries.

CPA Ramón M. Ruiz-Comas’ 2003 base salary increase and performance bonus reflected his role in Triple-S Management’s success in achieving certain annual performance measures related to revenues, production output, gross profit margin and profitability, as well as individual performance.

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Executive Officers

The group of Executive Officers of the Corporation is composed of a President and CEO of Triple-S Management, the Presidents of the Subsidiaries, the Executive Vice Presidents, the Senior Vice Presidents, and the Vice Presidents.

The Compensation Committee’s recommendations to the Board of Directors of the Corporation for the approval of the 2003 salary increases and the bonuses to be awarded to the Executive Officers were made pursuant to the plan and compensation policy, which considers the particular Executive Officer’s contribution towards achievement of growth of the organization, implementation of a diversification strategy, achievement of financial goals, improvements to the product and service delivery system, and development of human resources.

Submitted by the Board of Directors

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PENSION PLAN

Triple-S Management sponsors a noncontributory defined-benefit pension plan for all of the Corporation’s employees who are twenty one years of age or older and have completed one year of service. Pension benefits begin to vest after five years of vesting service and are based on years of service and final average salary, as both terms are defined in the plan documents.

In addition to the minimum funding requirements set forth in the Employees Retirement Income Security Act of 1974, as amended, the Plan’s funding policy is to contribute such additional amounts as Triple-S Management may determine to be appropriate from time to time.

The following table sets forth the estimated annual benefits that would become payable under the Retirement Plan based on certain assumptions as to annual basic salary levels and years of service. The amounts payable in this table are not necessarily representative of amounts that actually may become payable under the Pension Plan. The amounts represent the benefits upon retirement on December 31, 2003, of a participant at sixty five years of age.

Pension Plan Table

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Compensation Covered by the Plan

The compensation covered by the Plan is the highest average annual rate of pay from any five consecutive calendar year periods out of the last ten years. The annual pay rate in the year of termination is included.

List of Executive Officers

Basis for Computation of Benefits

The single life annuity benefit is equal to 2% of the final average earnings multiplied by Plan and Association Service up to 30 years, minus prior plan benefit (if any). The accrued benefit cannot be less than the benefit calculated considering employer service only. The benefits are not subject to any deduction for Social Security.

Triple-S Management also has a Supplemental Retirement Program. This program covers benefits in excess of the United States Internal Revenue Code limits that apply to the qualified program.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Triple-S, Inc. and other subsidiaries of Triple-S Management have contractual arrangements regarding management and technical assistance.

Furthermore, in the ordinary course of business, Triple-S, Inc., Seguros de Vida Triple-S, Inc., and Seguros Triple-S, Inc. are providers of insurance to Méndez & Co., where one of Triple-S Management’s Directors has a direct business interest.

Triple-S, Inc., Seguros de Vida Triple-S, Inc., and Seguros Triple-S, Inc. are also providers of their insurance products to some Directors in their individual business or practices.

The terms of the agreements with Méndez & Co., Inc., as well as those with each one of the Directors, are terms usual and comparable to the terms of agreements with companies or individuals which have no persons associated with said companies or individuals serving as Directors of Triple-S Management.

Directors of Triple-S Management that are physicians or dentists are service providers of Triple-S, Inc. in the ordinary course of their business as physicians and dentists. The terms of the agreements as service providers of Triple-S, Inc. are the same as those agreements with physicians and dentists that are not Directors of Triple-S Management.

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PROPOSALS OF THE BOARD OF DIRECTORS

The Board of Directors asks the Shareholders to support the Board’s Proposals with respect to the following matters and grant their Proxy accordingly.

PROPOSAL

Currently, a Shareholder of Triple-S Management may only transfer his/her shares to his/her descendants who are physicians or dentists, provided these descendants comply with the twenty-one (21) share limit requirement.

Resolution Number 1 is presented by the Board of Directors of Triple-S Management to amend Article Eighth of the Articles of Incorporation and Article 4-2 of the By-laws of Triple-S Management to allow a Shareholder to transfer, without consideration, all or part of his/her shares to any other physician or dentist, regardless of the person being a descendant of the Shareholder, and subsequently register said shares in the books of Triple-S Management, provided said physician or dentist complies with the twenty-one (21) share limit requirement.

Resolution

Be it resolved, as it is resolved herein, by this Annual Meeting of Shareholders, today, April 25, 2004, in San Juan, Puerto Rico, to amend Article Eighth of the Articles of Incorporation and Article 4-2 of the By-laws of Triple-S Management to allow a Shareholder to transfer, without consideration, all or part of his/her shares to any other physician or dentist, regardless of the person being a descendant of the Shareholder, and subsequently register said shares in the books of Triple-S Management, provided said physician or dentist complies with the twenty-one (21) share limit requirement.

ARTICLES OF INCORPORATION

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BY-LAWS

CHAPTER 4 — ON THE STOCKS

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Position of the Board or Directors

The Board of Directors recommends that you vote In Favor of this Resolution.

Reasons for Voting in Favor of the Resolution

At the Annual Meeting of Shareholders held on April 29, 2001, Resolution Number 5 was approved, recommending that the Board of Directors take the necessary steps in order for the shares of a Shareholder to be registered in the books of Triple-S Management in the name of the spouse or the heirs of the Shareholder, if they are physicians and dentists, without exceeding the limit of twenty-one (21) shares. At the Annual Shareholders Meeting held last year, we presented a resolution similar to this one. Said resolution was not approved, since two-thirds (2/3) of the shares required to approve it were not present at the Meeting.

Article Eighth of the Articles of Incorporation and Article 4-2 of the By-laws of Triple-S Management state the right of first refusal over the shares, unless the shares are transferred to a descendant of a Shareholder who is a physician or dentist. These provisions do not allow a Shareholder to donate, grant, or transfer, without consideration, to another physician or dentist who is not his/her descendant all or part of his/her shares, without exceeding the twenty-one (21) share limit, because of the right of first refusal.

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Several of our Shareholders have expressed their wish to change these provisions so that they can donate, grant or transfer, without consideration, all or some of their shares to any other person as long as they are physicians or dentists. Among these Shareholders, Dr. Arturo Flores-Gallardo has petitioned, in more than one occasion, that this amendment be approved. In order to implement this recommendation, it is necessary that the Shareholders approve the abovementioned amendments to the Articles of Incorporation and By-laws of Triple-S Management.

The Board of Directors’ primary interest is that Shareholders support and approve this Resolution as soon as possible, in order to attend to Shareholders’ interests regarding this issue, strengthening, at the same time, the development of Triple-S Management.

Required Vote

In order for this Resolution to be approved, it must receive the affirmative vote of no less than two-thirds (2/3) of the shares issued and outstanding, since it is an amendment to the Articles of Incorporation, pursuant to Section A of Article Thirteenth of the Articles of Incorporation.

PROPOSAL

Resolution Number 2 is presented by the Board of Directors of Triple-S Management to amend Articles 8-1, 8-5, and 8-11 of the By-laws of Triple-S Management to change the time when the Board of Directors shall meet and to modify certain duties of the Chairperson of the Board of Directors, substitute the Executive Committee of the Board of Directors for a Corporate Governance Committee, assign duties and members to the Corporate Governance Committee, and establish and modify the duties of the other Committees of the Board of Directors.

Resolution

Be it resolved, as it is herein resolved, by this Annual Meeting of Shareholders, today, April 25, 2004, in San Juan, Puerto Rico, to amend Articles 8-1, 8-5, and 8-11 of the By-laws of Triple-S Management to change the time when the Board of Directors shall meet and to modify certain duties of the Chairperson of the Board of Directors, substitute the Executive Committee of the Board of Directors for a Corporate Governance Committee, assign duties and members to the Corporate Governance Committee, and establish and modify the duties of the other Committees of the Board of Directors.

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BY-LAWS

CHAPTER 8 – DIRECTORS

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Position of the Board of Directors

The Board of Directors recommends that you vote In Favor of this Resolution.

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Reasons for Voting in Favor of the Resolution

The Board of Directors is proposing substantial changes to the existing structure of its Core Committees, in order to modernize and ensure that said structure is consistent with good corporate governance practices.

Pursuant to the Sarbanes-Oxley Act of 2002, the United States Congress promoted the establishment of certain changes in the operation, corporate governance, and management of corporations subject to federal regulations. During the year 2003, the SEC approved rules which regulated, among others, the composition and duties of certain committees of a board of directors such as the Corporate Governance Committee, Audit Committee, Nominations Committee, and Compensation Committee.

The SEC adopted, as a requirement, that certain committees of the Board of Directors, such as the Audit Committee, shall only be composed of “independent directors”. In addition, the SEC adopted requirements and particular criteria in determining when a Director complies with the definition of “independent director”, which Triple-S Management has adopted.

The objective of the proposed amendments to Article 8-5 and Article 8-11 of our By-laws is to grant the Board of Directors the ability to adopt good corporate governance principles that are required and recommended. They will also provide the flexibility to incorporate changes that might occur in the area of corporate governance, which is a dynamic and changing area.

Therefore, among the main amendments being proposed is the creation of a new Corporate Governance Committee, which will substitute the current Executive Committee of the Board of Directors, the transfer of authority to designate the Directors that are members of the various committees of the Board of Directors, and fundamental changes in the composition and duties of the Core Committees of the Board of Directors.

The Board of Directors is committed to promoting these amendments to comply with the applicable federal and state legal requirements, while promoting the effective governance of the Corporation. These amendments that are presented for the consideration of our Shareholders will continue placing Triple-S Management in the forefront of those corporations that have a true sense of integrity.

Required Vote

In order for this Resolution to be approved, it must receive the affirmative vote of a majority of the shares issued and outstanding with the right to vote present at the Meeting.

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SHAREHOLDERS’ PROPOSALS

The following Resolutions are proposed by Shareholders.

PROPOSAL

Resolution Number 3 is presented by Leslie H. López-Vélez, DDS, shareholder of Triple-S Management, to amend Articles Sixth and Thirteenth, Section “A” of the Articles of Incorporation, and Articles 4-1 and 9-1 of the By-laws of Triple-S Management to reduce the required shares needed in order to approve certain amendments to Article Sixth of the Articles of Incorporation and Article 4-1 of the By-laws from three-fourths (3/4) of the shares issued and outstanding to two-thirds (2/3) of the shares issued and outstanding.

Resolution

Be it resolved, as it is herein resolved, by this Annual Meeting of Shareholders, today, April 25, 2004, in San Juan, Puerto Rico to amend Articles Sixth and Thirteenth, Section “A” of the Articles of Incorporation, and Articles 4-1 and 9-1 of the By-laws of Triple-S Management to reduce the required shares needed in order to approve certain amendments to Article Sixth of the Articles of Incorporation and Article 4-1 of the By-laws from three-fourths (3/4) of the shares issued and outstanding to two-thirds (2/3) of the shares issued and outstanding.

ARTICLES OF INCORPORATION

SIXTH:

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THIRTEENTH:

BY-LAWS

CHAPTER 4 – ON THE STOCKS

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CHAPTER 9 – AMENDMENTS

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Shareholder’s Position and Reasons for Voting in Favor of the Resolution

The Resolution states the reasons that Dr. Leslie H. López-Vélez has to propose and endorse the Resolution.

Position of the Board of Directors

The Board of Directors recommends that you vote In Favor of this Resolution.

Reasons for Voting in Favor of the Resolution

Article Thirteenth “A” of the Articles of Incorporation establishes the required affirmative votes needed to amend the same. The number of affirmative votes needed to amend Article Thirteenth is equal to two-thirds (2/3) of the shares that are issued and outstanding. However, other provisions in the Articles of Incorporation require the number of affirmative votes to be three-fourths (3/4) of the voting shares issued and outstanding in order to amend them. Currently, Article Sixth of the Articles of Incorporation and Article 4-1 of the By-laws require the number of affirmative votes to be three-fourths 3/4) of the voting shares issued and outstanding in order to amend them.

The By-laws incorporate a similar provision. Article 9-1 of the By-Laws also states the required affirmative votes needed to amend it. In this case the number of affirmative votes needed to amend this Article is the majority of those shares of Triple-S Management that are issued and outstanding. Notwithstanding, Section “a” of Article 4-1 shall only be amended by the affirmative vote of three fourths (3/4) of the corporation’s voting shares issued and outstanding.

In many cases, these higher affirmative voting requirements have been incorporated in the Articles of Incorporation and By-laws in response to the licensing requirements of the BCBSA, which requires the number of affirmative votes to be three-fourths (3/4) of the voting shares issued and outstanding in order to amend the disposition that states no person may own five percent (5%) or more of the Triple-S Management’s voting shares issued and outstanding. In these cases, the three-fourths (3/4) affirmative vote requirement cannot be modified and must stay in our Articles of Incorporation and By-laws. In other cases, however, a similar limitation to continue requiring such a high affirmative voting percentage does not exist.

The Board of Directors understands that it is necessary to reduce from three-fourths (3/4) to two-thirds (2/3) the affirmative voting requirements established to amend the Article Sixth of the Articles of Incorporation and Article 4-1 of the By-laws, except for the limits of 5% or more of shares ownership.

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As it is well known by our Shareholders, we recently tried to amend the Articles of Incorporation to allow the family members of our Shareholders, who are not physicians or dentists, to be Shareholders of a separate class of shares. In this regard, these persons could have received the future benefits of owning shares of Triple-S Management. However, this amendment did not pass. In our view, its approval was significantly affected by the onerous affirmative voting requirement of three-fourths (3/4) of the voting shares issued and outstanding that is needed to amend Article Sixth of the Articles of Incorporation. Our recommendation to reduce said affirmative voting requirement stems from such experience.

Required Vote

In order for this Resolution to be approved it must receive the affirmative vote of no less than three-fourths (3/4) of the shares issued and outstanding with the right to vote.

PROPOSAL

Resolution Number 4 is presented by Guillermo J. Fernández-Marti, MD, shareholder of Triple-S Management, to recommend to the Board of Directors of Triple-S Management to take the necessary steps for Triple-C, Inc. to obtain the National Committee of Quality Assurance’s (NCQA) accreditation within a time frame of no more than six (6) months in compliance with the petition of the Shareholders made at the Annual Meeting of Shareholders held on April 29, 2001.

Resolution

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Shareholder’s Position and Reasons for Voting in Favor of the Resolution

Dr. Guillermo J. Fernández-Marti believes that obtaining NCQA accreditation would result in a favorable advantage to Triple-C, Inc. in conducting its business, especially when none of its competitors has obtained such accreditation. In his opinion, such accreditation would significantly help in the marketing of the product in and outside of Puerto Rico.

Position of the Board of Directors

The Board of Directors recommends that you vote Against this Resolution.

Reasons for Voting Against this Resolution

The accreditation from the National Committee of Quality Assurance (NCQA) is voluntary and, therefore, not a contract requirement from ASES, the only managed care client. However, as previously reported, Triple-C, Inc. has methodically taken the necessary steps required in order to obtain such accreditation and made a presentation towards that end to NCQA officers.

NCQA has informed Triple-C, Inc. that based on its structure and operation, it does not meet the eligibility requirements for NCQA’s Managed Care Organization (MCO) accreditation program. More specifically, since Triple-C, Inc. is a third party administrator (TPA), it is not legally and financially responsible for the Health Care Reform (Medicaid) membership.

Triple-S Management would recommend to its subsidiary, Triple-S, Inc, which is legally and financially responsible for the Health Care Reform (Medicaid), to consider the viability of applying for the NCQA accreditation.

Currently, Triple-S’ model of the Health Care Reform actual level of compliance with NCQA standards is approximately 50%. We must responsibly bear in mind that to comply with 100% of the NCQA requirements the model’s budget must be significantly increased.

A corporation needs flexibility and discretion to, according to its budgetary requirements and business plans, pursue this accreditation. To require the obtention of an accreditation that is voluntary on such a short time frame (six months) is impractical and burdensome at this time.

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Required Vote

In order for this Resolution to be approved it must receive the affirmative vote of a majority of the shares issued and outstanding with the right to vote present at the Meeting.

OTHER MATTERS

The Board of Directors is not aware of any business that may properly come before the Annual Meeting, other than the proposals indicated in the Proxy Statement.

However, if any new matter requiring the vote of the Shareholders is properly presented before the Annual Meeting of Shareholders, the Proxies may be voted with respect thereto in accordance with the best judgment of the proxy holders.

SHAREHOLDERS’ COMMUNICATIONS

Board Member’s Attendance at Annual Meeting

Triple-S Management strongly encourages its Directors to attend all Shareholders Annual or Special Meetings. It is Triple-S Management’s policy that Board members attend the Annual or Special Meetings of Shareholders unless health, family, or other important personal matters prevents such attendance.

All members of the Board of Directors attended Triple-S Management’s Annual Meeting of Shareholders held on April 27, 2003, except for Dr. Manuel A. Marcial-Seoane, who excused himself due to personal matters.

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Communications to the Board Members

Any Shareholder who wishes to communicate with any of Triple-S Management’s Directors regarding matters related to the Corporation may provide correspondence to the Board of Directors at Triple-S Management Corporation.

The communication may be delivered in person or by messenger at the following address: Office of the Secretary of the Board of Directors, Triple-S Management Corporation Principal Office Building, 1441 FD Roosevelt Avenue, Sixth Floor, San Juan, Puerto Rico 00920. The Shareholder may also send the communication by fax at (787) 749-4191 or (787) 706-4023, or by mail at the Office of the Secretary of the Board of Directors, Triple-S Management Corporation, PO Box 363628, San Juan, Puerto Rico 00936-3628.

On November 2003, Triple-S Management established a Shareholders’ Service and Relations Office, located on the sixth floor of the Triple-S Principal Office Building at 1441 F.D. Roosevelt Avenue, San Juan, Puerto Rico. This Office provides information and assistance to Triple-S Management’s Shareholders.

The Board will give appropriate attention to written communications that are submitted by the Shareholders and will respond if and as appropriate. Absent unusual circumstances or as contemplated by Committee Charters and subject to any required assistance or advice from legal counsel, the Chairman of the Board of Directors of Triple-S Management is responsible for monitoring communications from Shareholders and for providing copies or summaries of such communications to the other Directors as he considers appropriate.

Communications are forwarded to all Directors if they relate to important substantive matters or include suggestions or comments that the Chairman of the Board of Directors of Triple-S Management considers important for Directors to know. In general, communications related to corporate governance and long-term corporate strategy are more likely to be forwarded than communications related to ordinary business affairs, personal grievances, and matters as to which we tend to receive repetitive or duplicative communications.

The Board of Directors has adopted this Shareholders’ communication process to ensure effective communication with the Shareholders.

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PROPOSALS OF SHAREHOLDERS TO BE PRESENTED
AT THE 2005 ANNUAL MEETING OF SHAREHOLDERS

Shareholders’ proposals intended to be presented at the 2005 Annual Meeting of Shareholders must be received by the Secretary of the Board of Directors not later than November 26, 2004.

If the proposal meets the applicable legal and statutory requirements, it will be included in the Board of Directors’ Proxy Statement for the 2005 Annual Meeting of Shareholders.

If a Shareholder who otherwise desires to bring a proposal at the 2005 Annual Meeting of Shareholders does not notify the Board of Directors of Triple-S Management of its intent to do so on or before February 8, 2005, then the proposal will be untimely, and the proxies will be able to vote on the proposal in their decision.

The proposals may be delivered in person or by messenger at the following address: Office of the Secretary of the Board of Directors, Triple-S Management Corporation Principal Office Building, 1441 FD Roosevelt Avenue, Sixth Floor, San Juan, Puerto Rico 00920. The Shareholder may also send the proposal by fax at (787) 749-4191 or (787) 706-4023, or by mail to the Office of the Secretary of the Board of Directors, Triple-S Management Corporation, PO Box 363628, San Juan, Puerto Rico 00936-3628.

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APPENDIX A

NOMINATIONS COMMITTEE CHARTER

On November 28, 2003, the Security and Exchange Commission (SEC) published in the Federal Register Disclosure Rules regarding Nominating Committee Functions, which are effective since January 31, 2004. One of these rules requires Triple-S Management Corporation to disclose in its proxy statement a copy of the Nominations Committee Charter as an appendix to the proxy statement at least once every three years.

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APPENDIX B

AUDIT COMMITTEE CHARTER

SEC Release No. 34-42266 (effective January 31, 2000) requires companies to disclose in their proxy statement a copy of the Audit Committee Charter as an appendix to the proxy statement at least once every three years.

Purpose

The primary purpose of the Audit Committee (the Committee) of the Board of Directors of Triple-S Management Corporation (the Board) is to assist the Board of Directors of Triple-S Management Corporation and each of the subsidiaries (hereinafter collectively referred to as the Corporation) in fulfilling their oversight responsibilities for the:

Committee’s Oversight Function

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The members of the Committee are not full-time employees of the Corporation. While some of them may be accountants or auditors by profession, it is not the duty or responsibility of the Committee or its members to conduct “field work” or other types of auditing or accounting reviews or procedures or to set auditor independence standards. Each member of the Committee shall be entitled to rely on the following:

The external auditors shall annually submit to the Corporation a formal written statement of the fees billed for each of the following categories of services rendered by the external auditors: (1) the audit of the Corporation’s annual financial statements for the most recent fiscal year and reviews of the financial statements included in the Corporation’s Quarterly Reports on Form 10-Q for such fiscal year, (2) information technology consulting services for the most recent fiscal year, in the aggregate and for each service (each separately identifying fees for such services relating to financial information systems design and implementation), and (3) all other services rendered by the external auditors for the most recent fiscal year, in the aggregate and by each service.

The Committee may communicate directly with the Boards of Directors of each of the Subsidiaries and require corrective action plans for recommendations included in reports submitted by the Internal or External Auditors, as well as any other matter that is brought to the attention of the Committee.

The Committee must provide an open avenue of communication among External Auditors, financial and senior management, the Internal Audit Office, and the Board.

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The Committee shall have the resources and authority appropriate to discharge its responsibilities, including the authority to engage External Auditors for special audits, reviews, and other procedures and to retain special counsel and other experts, consultants, or advisors.

Composition of the Audit Committee

The Committee shall be comprised of five or more independent Directors. The Board of Directors of Triple-S Management Corporation will appoint Committee members. The Chair of the Committee shall be appointed by the members of the Committee.

All members of the Committee shall have a working familiarity with basic finance and accounting practices, and at least one member shall be an expert in accounting or related financial management experience and qualify as an Audit Committee Financial Expert, as defined by the Securities and Exchange Commission.

No member of the Committee shall be an officer or employee of the Corporation or its subsidiaries, or have any relationship which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of the member and shall otherwise satisfy the applicable independence requirements under the rules of the New York Stock Exchange, as such requirements are interpreted by the Board in its business judgment.

The Committee must work closely and cooperatively with management, on which it relies for information and resources. Nevertheless, the Committee must remain at arm’s length from the operations so that it can be independent in its judgments and decisions, and can pursue its responsibilities without undue influence.

The Committee shall meet at least once every three months or more frequently, as circumstances dictate. The Committee will invite members of management, auditors, or others to attend meetings and provide pertinent information, as necessary. The Committee shall meet in separate executive sessions at least annually with Management, the Director of the Internal Audit Office and the external auditors to discuss any matters that the Committee or each of these groups believes should be discussed privately.

Members of the Committee may participate in any meeting thereof by means of a conference call or similar communications equipment by means of which all persons participating in the meeting can communicate with each other. A quorum shall consist of a majority of the members of the Committee. The decisions of the Committee shall be adopted by the affirmative vote of a majority of the members of the Committee present at the meeting in which the decision is considered.

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Responsibilities and Duties

To fulfill its responsibilities and duties the Committee shall:

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Approval

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PROXY FORM OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS OF TRIPLE-S MANAGEMENT CORPORATION
TO BE HELD ON SUNDAY, APRIL 25, 2004

The undersigned, Shareholder of Triple-S Management Corporation (“Triple-S Management”), hereby appoints Dr. Fernando J. Ysern-Borrás, Dr. Valeriano Alicea-Cruz, Mr. José Arturo Álvarez-Gallardo, Mr. Mario S Belaval-Ferrer, Dr. Arturo R. Córdova-López, Mr. José Davison-Lampón, Dr. Porfirio E. Díaz-Torres, Ms. Sonia Gómez de Torres, Mr. Héctor Ledesma-Rodríguez, Mr. Vicente J. León-Irizarry, Mr. Juan José León-Soto, Dr. Fernando L. Longo-Rodíguez, Dr. Wilfredo López-Hernández, Dr. Manuel A. Marcial-Seoane, Dr. Wilmer Rodríguez-Silva, Mr. Ramón M. Ruiz-Comas, Dr. Jesús R. Sánchez-Colón, Ms. Adamina Soto-Martínez, and Mr. Manuel Suárez-Méndez, or any one of them, each with full power of substitution, to be the proxy holder, to represent the undersigned, and to vote and act with respect to all shares that the Shareholder would be entitled to vote, at the Annual Shareholders Meeting of Triple-S Management to be held on Sunday, April 25, 2004 at 9:00 am at the Condado Plaza Hotel, San Juan, Puerto Rico, or at in any adjournment, recess, or deferment thereof, on all matters which come at the Annual Meeting, and on any other business that may come before the Annual Meeting, with all powers the undersigned would possess if personally present.

The matters to be considered at the Annual Meeting are described in this Proxy Form and are discussed in detail in the Proxy Statement attached hereto. The Proxy Statement is incorporated herein by reference. This Proxy replaces any other proxy granted previously by the undersigned.

PLEASE SIGN, DATE, AND DELIVER THE PROXY

In Person or By Messenger:
Office of the Secretary of the Board of Directors
Triple-S Management Corporation Principal Office
1441 FD Roosevelt Avenue, Sixth Floor
San Juan, Puerto Rico 00920.

By Mail:
Office of the Secretary of the Board of Directors
Triple-S Management Corporation
PO Box 363628
San Juan, Puerto Rico 00936-3628.

By Fax:
(787) 749-4191 or (787) 706-4023

PROXY FORM OF THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF SHAREHOLDERS OF
TRIPLE-S MANAGEMENT CORPORATION TO BE HELD ON SUNDAY, APRIL 25, 2004