Corporate Governance Activities, Policies and Principles

As an insurance company, we are in the business of managing risk. Our corporate governance helps us mitigate and manage risks by providing clear lines of oversight and responsibility for management and the Board. We review and advance our corporate governance regularly based on evolving legal, regulatory and other considerations, including business needs and in consideration of best practices.

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 and structure, 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.

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

• 93% independent Board (click here for biographies of our Board members and information on our Board committees)
• Independent Lead Director with significant and substantive powers and responsibilities
• Independent directors meet regularly in executive sessions without management present
• All independent directors on Audit, Compensation, Nominating & Governance and Risk & Finance Committees
• Refreshment - we have a well-balanced tenure of short-, medium- and longer-serving directors, and consistent refreshment over time
• Board composition and refreshment regularly discussed. Our Nominating & Governance Committee reviews Board composition and the skills, qualifications, backgrounds, experience and other attributes of Board members, both individually and collectively
• 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
• Our Articles of Association limit all directors to no more than four additional public company board or executive management affiliations, and we have an additional overboarding policy for directors who are public company chief executives
• Robust sustainability governance structure with active Board and senior management involvement.  Nominating & Governance Committee has board-delegated oversight for our Citizenship and sustainability activities and related policies, and other Board committees monitor and review sustainability-related matters in accordance with their charters. Sustainability and climate are also full Board topics. (Click here information on our dedication to responsible Citizenship, including a description of our philanthropic, environmental and social initiatives)

• 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

• 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