2023 Chubb Proxy Statement
Notice of
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Date and Time |
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Record Date |
Proxy Mailing Date |
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On or about |
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Central European Time |
Bärengasse 32 |
as provided in "Who is |
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CH-8001, |
entitled to vote?" in this |
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proxy statement |
Agenda
- Approval of the management report, standalone financial statements and consolidated financial statements of
Chubb Limited for the year endedDecember 31, 2022
- Allocation of disposable profit and distribution of a dividend from reserves
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- Allocation of disposable profit
- Distribution of a dividend out of legal reserves (by way of release and allocation to a dividend reserve)
- Discharge of the Board of Directors
- Election of Auditors
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- Election of
PricewaterhouseCoopers AG (Zurich ) as our statutory auditor - Ratification of appointment of
PricewaterhouseCoopers LLP (United States ) as independent registered public accounting firm for purposes ofU.S. securities law reporting - Election of
BDO AG (Zurich ) as special audit firm
- Election of
- Election of the Board of Directors
- Election of the Chairman of the Board of Directors
- Election of the Compensation Committee of the Board of Directors
- Election of
Homburger AG as independent proxy
- Amendments to the Articles of Association
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- Amendments relating to Swiss corporate law updates
- Amendment to advance notice period
10 Reduction of share capital
- Cancellation of repurchased shares
- Par value reduction
- Approval of the compensation of the Board of Directors and Executive Management under Swiss law requirements
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- Maximum compensation of the Board of Directors until the next annual general meeting
- Maximum compensation of Executive Management for the 2024 calendar year
- Advisory vote to approve the Swiss compensation report
- Advisory vote to approve executive compensation under
U.S. securities law requirements - Advisory vote on the frequency of the
U.S. securities law advisory vote on executive compensation - Shareholder proposal on greenhouse gas emissions targets, if properly presented
- Shareholder proposal on human rights and underwriting, if properly presented
Notice of Internet availability of proxy materials: Shareholders of record are being mailed, on or around
See "Information About the Annual General Meeting and Voting" in this proxy statement for further information, including how to vote your shares. If you plan to attend the meeting, you must request an admission ticket by following the instructions in this proxy statement by
By Order of the Board of Directors,
Executive Vice President, General Counsel and Secretary
Your vote is important. Please vote as promptly as possible by following the instructions on your Notice of Internet Availability of Proxy Materials.
Chubb encourages shareholders to voluntarily elect to receive all proxy materials (including the notice of availability of such materials) electronically, which gives you fast and convenient access to the materials, reduces our impact on the environment and reduces printing and mailing costs. If you are a shareholder of record, visit www.envisionreports.com/CB for instructions. If you are a beneficial owner, visit www.proxyvote.com or contact your bank, broker or other nominee.
Table of Contents
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Proxy Summary |
2 |
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Agenda Item 1: Approval of the Management Report, Standalone |
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Financial Statements and Consolidated Financial Statements of Chubb |
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Limited for the Year Ended |
14 |
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Agenda Item 2: Allocation of Disposable Profit and Distribution of a |
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Dividend out of Legal Reserves (by Way of Release and Allocation to a |
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Dividend Reserve) |
15 |
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Agenda Item 3: Discharge of the Board of Directors |
18 |
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Agenda Item 4: Election of Auditors |
19 |
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Agenda Item 5: Election of the Board of Directors |
22 |
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Agenda Item 6: Election of the Chairman of the Board of Directors |
29 |
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Agenda Item 7: Election of the Compensation Committee of the Board |
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of Directors |
31 |
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Agenda Item 8: Election of |
32 |
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Agenda |
33 |
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Agenda Item 10: Reduction of Share Capital |
37 |
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Agenda Item 11: Approval of the Compensation of the Board of |
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Directors and Executive Management under Swiss Law Requirements |
41 |
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Agenda Item 12: Advisory Vote to Approve Executive Compensation |
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under |
49 |
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Agenda Item 13: Advisory Vote on the Frequency of the |
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Law Advisory Vote on Executive Compensation |
51 |
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Agenda Item 14: Shareholder Proposal on |
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Emissions Targets |
52 |
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Agenda Item 15: Shareholder Proposal on Human Rights and |
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Underwriting |
56 |
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Corporate Governance |
59 |
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Overview |
59 |
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Our Corporate Governance Framework |
60 |
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Governance Practices and Policies that Guide Our Actions |
62 |
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Climate Change: Governance, Progress and Engagement |
64 |
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Citizenship at Chubb |
67 |
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The Board of Directors |
69 |
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Board Leadership Structure |
71 |
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The Committees of the Board |
73 |
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Board Oversight of Our |
75 |
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Board Oversight of Risk and Risk Management |
76 |
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What Is Our Related Party Transactions Approval Policy and What |
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Procedures Do We Use To Implement It? |
78 |
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What Related Party Transactions Do We Have? |
79 |
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Director Compensation |
82 |
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Information About Our Share Ownership |
85 |
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How Many Shares Do Our Directors, Nominees and |
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85 |
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Which Shareholders Own More Than 5% of Our Shares? |
86 |
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Compensation Committee Report |
87 |
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Executive Compensation |
88 |
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Compensation Discussion & Analysis |
88 |
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CD&A Table of Contents |
88 |
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Executive Summary |
89 |
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The Relationship of Compensation to Risk |
100 |
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Summary Compensation Table |
114 |
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Employment Arrangements |
115 |
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Employee Stock Purchase Plan |
116 |
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Indemnification Agreements |
116 |
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Grants of Plan-Based Awards |
117 |
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Outstanding Equity Awards at Fiscal Year End |
118 |
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Option Exercises and Stock Vested |
120 |
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Pension Benefits |
121 |
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Nonqualified Deferred Compensation |
122 |
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Potential Payments upon Termination or Change in Control |
124 |
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128 |
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Median Employee Pay Ratio |
132 |
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Audit Committee Report |
133 |
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Information About the Annual General Meeting and Voting |
136 |
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Shareholder Submitted Agenda Items for an Annual General Meeting |
142 |
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Non-GAAP Financial Measures |
143 |
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Annex A: Amendments to Articles of Association Proposed in |
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Agenda Item 9.1 |
A-1 |
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Attachments
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