Corporate Governance Activities, Policies and Principles

As an insurance company, we are in the business of managing risk. Our approach to corporate governance is an important part of who we are and how we conduct ourselves every day, helping us mitigate and manage risks by providing clear lines of oversight and responsibility for management and the board. We review and evolve corporate governance regularly.

Our board sets high standards for our employees, officers and directors. Our corporate governance policies align with and comply with the rules of the SEC, the listing standards of the NYSE, Swiss law and corporate best practices.

​We have adopted Organizational Regulations, Corporate Governance Guidelines and Categorical Standards for Director Independence covering topics such as executive sessions of the board of directors, director qualification and independence standards, board leadership, director responsibilities and procedures, director equity ownership guidelines, management evaluation and succession, and board self-evaluations. These materials, along with other notable governance documents, including the board-adopted Code of Conduct and our board committee charters, are available.

We also recognize the value in maintaining open lines of communication with our shareholders and other stakeholders and consequently we consider our robust shareholder outreach program to be a vital governance tool. We regularly engage with our investors and stakeholders around the world, providing ample opportunity to understand and thoughtfully consider their key issues and concerns. Feedback from our shareholders and other stakeholders helps us understand how they view us, set goals and expectations for our performance, and identify emerging issues that may affect our strategies, corporate governance, compensation practices or other aspects of our operations and citizenship (ESG) efforts.

Certain notable and key corporate governance activities, policies and principles are set out below. 

Board independence and governance

• 92.3% independent board, per NYSE regulations and our Categorical Standards for Director Independence (biographies of our directors and committee compositions)
• Independent Lead Director with significant power and responsibility
• Independent directors meet regularly in executive sessions without management present
• All independent directors on Audit (Chair – Robert W. Scully), Compensation (Chair – Frances F. Townsend), Nominating & Governance (Chair – David H. Sidwell) and Risk & Finance (Chair – Olivier Steimer) Committees
• Refreshment - five of our directors first elected since May 2020
• Board composition and refreshment regularly discussed
• Active monitoring of succession planning and management development, including Chairman and CEO succession
• Board has direct involvement in setting corporate strategy and risk management oversight
• Additional overboarding policy for directors who are public company chief executives 
• Robust Citizenship and ESG oversight structure with active board and senior management involvement.  Nominating & Governance Committee has board-delegated oversight for our Citizenship (ESG) activities and related policies, and other board committees monitor and review Citizenship-related matters in accordance with their charters.  Citizenship also remains a full board topic. (Information on our dedication to responsible Citizenship, including a description of our philanthropic, environmental and social initiatives.)

Shareholder accountability

• Chubb maintains a single class of equity securities, grounded in “one share, one vote” principles
• Majority-vote and annual election requirements for all directors
• Annual shareholder elections of Chairman of the Board and members of Compensation Committee
• Only shareholders can elect directors, and the Board may not appoint directors to fill vacancies
• Commitment to productive and collaborative shareholder outreach
• Significant shareholder approval authority over director and executive compensation through Swiss incorporation, corporate governance and executive compensation rules, including separate votes on director and Swiss executive management compensation in addition to the SEC say-on-pay vote
• Shareholder ability to call a special meeting
• No “poison pill”
• Shareholders may contact the board, Audit Committee, Lead Director or any director individually

Other key governance and executive compensation policies and practices

• Close link between executive pay and performance, with a significant percentage of pay in the form of variable or at-risk compensation
• Robust clawback policy for all incentive compensation (cash bonus and equity, vested and unvested)
• Strong share ownership guidelines for directors and officers to retain certain amounts of Chubb equity
• Prohibition on hedging Chubb securities
• Prohibition on new pledging of Chubb shares owned by executives or directors
• Rigorous and company-wide insider trading, ethics and compliance programs
• Code of Conduct that is applicable to all directors, officers and employees, which sets forth the basic principles to guide their day-to-day activities. The Code of Conduct addresses, among other things, conflicts of interest, corporate opportunities, confidentiality, fair dealing, protection and proper use of company assets, compliance with laws and regulations and reporting illegal or unethical behavior.