Corporate Governance and Compliance at Chubb

Strong corporate governance and shareholder rights are core values of Chubb. Our commitment to these principles is reflected on fundamental levels, ranging from our organization documents to policies, procedures, employee trainings and standards of conduct ingrained throughout our company.

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 the risks we face as an organization. Chubb’s corporate governance framework guides how management runs the business and how our board provides oversight.

Chubb’s board of directors sets high standards for the Company's employees, officers and directors. The board has adopted Organizational Regulations, Corporate Governance Guidelines and Categorical Standards for Director Independence covering issues such as executive sessions of the board, director qualification and independence standards, board leadership, director responsibilities and procedures, director equity ownership guidelines, management evaluation and succession and board self-evaluations. 

Chubb is also committed to a vigorous shareholder outreach program, through which we regularly engage with our investors and stakeholders around the world to gain insight into the issues at the forefront of their business policies and guidelines. Shareholder input helps us remain at the forefront of policies, best practices and disclosures on a full range of key governance areas.

• A declassified (or non-staggered) board of directors whereby all directors are elected at each annual meeting of our shareholders
• An independent lead director
• Board membership is 93.75% independent, per New York Stock Exchange independence standards
• Independent directors for Audit, Compensation, Nominating & Governance and Risk & Finance Committees
• Directors meet regularly without management present
• Prohibition against new pledging of any Chubb shares by executive officers
• Requirements for directors and senior executives to retain certain amounts of Chubb equity
• Rigorous and company-wide insider trading, ethics and compliance programs
• Code of Conduct that is applicable to all directors, officers and employees and 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

Chubb maintains a committed and energetic shareholder outreach program intended to provide our board and management with insight into the concerns and priorities of our shareholder community.

• Chubb maintains a single class of equity securities, grounded in “one-share, one-vote” principles.
• Our shareholder base is diversified and is not majority owned by a self-interested “control group.”
• We do not maintain a “Poison Pill” or other special form of anti-takeover device
• Our Board may not appoint directors to fill vacancies.
• Our Board may not appoint its Chairman; shareholders vote on the Chairman every year.
• Our shareholders have significant voting and approval powers with respect to director and executive compensation.  Swiss law requires that we receive prior shareholder approval for compensation to be paid to our executives and directors. This approval is in addition to the non-binding, backwards-looking “say-on-pay” approvals required to be sought by Chubb and other listed U.S. companies.

Chubb recognizes that each employee is accountable for his or her own actions, and that we must all hold ourselves to exacting standards. The Chubb Code of Conduct reaffirms the company’s shared commitment to ethical behavior throughout the organization. It guides employees in their day-to-day activities by clearly defining the organization’s expecta­tions for ethical conduct.

All Chubb employees are responsible for following the Code and associated policies and procedures, regardless of position or seniority. Employees, officers and directors are required to formally acknowledge acceptance of the Code and confirm that they know and understand the standards expected of them. Chubb also expects anyone acting on the company’s behalf to share its values and follow the principles set out in our Code. This includes consultants, agents and third-party representatives, as well as suppliers, vendors and other service providers.

Provisions of the Code of Conduct related to anti-corruption include:

• Preventing corruption and bribery
• Competing fairly
• Compliance with regulations for doing business across borders
• Adhering to policies on exchange of gifts and entertainment
• Maintaining accurate and complete records
• Preventing insider trading
• When a violation of the Code, policies or the law occurs, appropriate disciplinary action will be taken, up to and including termination of employment. Certain actions may also result in legal proceedings, penalties or criminal prosecution.

Chubb employees are required to complete compliance training on a regular basis. Chubb maintains an ongoing training program on anti-bribery, anti-corruption and business ethics policies, procedures and practices, provided though all levels of the company. These trainings and policies cover our relations, dealings and interactions with regulators, governments, business partners and outside contractors, as well as customers and insureds.

Compliance at Chubb is an independent function that operates with the following objectives:

• Identifying and evaluating the compliance risks within the organization
• Organizing, coordinating and structuring compliance-related controls
• Controlling and monitoring all measures taken to mitigate compliance risks and reporting accordingly to executive management and the Board of Directors
• Acting as an adviser in compliance matters within the organization