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 * 


CHUBB LIMITED


Table of Contents
 * ANNUAL REPORT 
   
   * Financial Summary1
     
   * Chairman and CEO Letter to Shareholders2
     
   * Review of Operations22
     
   * Sustainability at Chubb43
     
   * Officers and Executives44
     
   * Chubb Limited Board of Directors46
     
   * Shareholder Information47
     
   * Non-GAAP Financial Measures48
     
   * FORM 10-K10K-1
     
     * PART I10K-2
       
     * ITEM 1. Business10K-2
       
     * ITEM 1A. Risk Factors10K-22
       
     * ITEM 1B. Unresolved Staff Comments10K-34
       
     * ITEM 1C. Cybersecurity and Risk Governance10K-34
       
     * ITEM 2. Properties10K-36
       
     * ITEM 3. Legal Proceedings10K-36
       
     * ITEM 4. Mine Safety Disclosures10K-36
       
     * PART II10K-37
       
     * ITEM 5. Market for Registrant's Common Equity, Related Stockholder
       Matters and Issuer Purchases of Equity Securities10K-37
       
     * ITEM 6. [Reserved]10K-38
       
     * ITEM 7. Management's Discussion and Analysis of Financial Condition and
       Results of Operations10K-39
       
     * ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk10K-90
       
     * ITEM 8. Financial Statements and Supplementary Data10K-95
       
     * ITEM 9. Changes in and Disagreements with Accountants on Accounting and
       Financial Disclosure10K-95
       
     * ITEM 9A. Controls and Procedures10K-95
       
     * ITEM 9B. Other Information10K-95
       
     * ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent
       Inspections10K-95
       
     * PART III10K-96
       
     * ITEM 10. Directors, Executive Officers and Corporate Governance10K-96
       
     * ITEM 11. Executive Compensation10K-96
       
     * ITEM 12. Security Ownership of Certain Beneficial Owners and Management
       and Related Stockholder Matters10K-96
       
     * ITEM 13. Certain Relationships and Related Transactions and Director
       Independence10K-96
       
     * ITEM 14. Principal Accounting Fees and Services10K-96
       
     * PART IV10K-97
       
     * ITEM 15. Exhibits, Financial Statement Schedules(a)Financial Statements,
       Schedules, and10K-97
       
     * ITEM 16. Form 10-K Summary10K-103
       
     * SIGNATURES10K-103
       
   * INDEX TO CONSOLIDATED FINANCIAL STATEMENTSF-2
     
   * SWISS STATUTORY FINANCIAL STATEMENTSS-1
     
   * SWISS STATUTORY COMPENSATION REPORTSC-1
     
 * PROXY STATEMENT 
   
   * Front Covercover
     
   * Table of Contentsii
     
   * Proxy Summary2
     
   * Agenda Item 1 Approval of the Management Report, Stand alone Financial
     Statements and Consolidated Financial Statements of Chubb Limited for the
     Year Ended December 31, 202315
     
   * Agenda Item 2 Allocation of Disposable Profit and Distribution of a
     Dividend out of Legal Reserves (by Way of Release and Allocation to a
     Dividend Reserve)16
     
   * Agenda Item 3 Discharge of the Board of Directors19
     
   * Agenda Item 4 Election of Auditors20
     
   * Agenda Item 5 Election of the Board of Directors23
     
   * Agenda Item 6 Election of the Chairman of the Board of Directors31
     
   * Agenda Item 7 Election of the Compensation Committee of the Board of
     Directors33
     
   * Agenda Item 8 Election of Homburger AG as Independent Proxy34
     
   * Agenda Item 9 Cancellation of Repurchased Shares35
     
   * Agenda Item 10 Approval of a Capital Band for Authorized Share Capital
     Increases and Reductions37
     
   * Agenda Item 11 Approval of the Amended and Restated Chubb Limited Employee
     Stock Purchase Plan41
     
   * Agenda Item 12 Approval of the Compensation of the Board of Directors and
     Executive Management Under Swiss Law Requirements46
     
   * Agenda Item 13 Advisory Vote to Approve Executive Compensation under U.S.
     Securities Law Requirements53
     
   * Agenda Item 14 Approval of the Sustainability Report of Chubb Limited for
     the year ended December 31, 202355
     
   * Agenda Item 15 Shareholder Proposal on Scope 3 Greenhouse Gas Emissions
     Reporting58
     
   * Agenda Item 16 Shareholder Proposal on Pay Gap Reporting63
     
   * Corporate Governance66
     
   * Overview66
     
   * Our Corporate Governance Framework67
     
   * Governance Practices and Policies that Guide Our Actions69
     
   * Shareholder Engagement71
     
   * Climate Change: Governance, Progress and Engagement72
     
   * The Board of Directors74
     
   * Board Leadership Structure76
     
   * The Committees of the Board78
     
   * Board Oversight of Our Independent Advisors80
     
   * Board Oversight of Risk and Risk Management81
     
   * What Is Our Related Party Transactions Approval Policy And What Procedures
     Do We Use To Implement It?83
     
   * What Related Party Transactions Do We Have?84
     
   * Delinquent Section 16(a) Reports86
     
   * Director Compensation87
     
   * Information About Our Share Ownership90
     
   * How Many Shares Do Our Directors, Nominees and SEC Executive Officers
     Own?90
     
   * Which Shareholders Own More Than 5% Of Our Shares?91
     
   * Compensation Committee Report92
     
   * Executive Compensation93
     
   * Compensation Discussion & Analysis93
     
   * CD&A Table of Contents93
     
   * Executive Summary94
     
   * Compensation Program Overview102
     
   * Our Compensation Philosophy102
     
   * What We Reward: Individual and Company Performance Criteria103
     
   * Components of Total Direct Compensation104
     
   * Compensation Practices and Policies105
     
   * The Relationship of Compensation to Risk106
     
   * How We Use Peer Group and Market Data in Determining Compensation108
     
   * How We Determine Total Direct Compensation Pay Mix109
     
   * Elements of Total Direct Compensation109
     
   * Equity Compensation110
     
   * How We Determine and Approve NEO Compensation113
     
   * 2023 NEO Total Direct Compensation and Performance Summary115
     
   * Executive Compensation Tables121
     
   * Executive Summary94
     
   * The Relationship of Compensation to Risk106
     
   * Summary Compensation Table121
     
   * Employment Arrangements122
     
   * Employee Stock Purchase Plan123
     
   * Indemnification Agreements123
     
   * Grants of Plan-Based Awards124
     
   * Outstanding Equity Awards at Fiscal Year End125
     
   * Option Exercises and Stock Vested127
     
   * Nonqualified Deferred Compensation128
     
   * Potential Payments upon Termination or Change in Control129
     
   * U.S. SEC Pay Versus Performance Disclosure133
     
   * Median Employee Pay Ratio137
     
   * Audit Committee Report138
     
   * Information About the Annual General Meeting and Voting141
     
   * Shareholder Submitted Agenda Items for an Annual General Meeting147
     
   * Non-GAAP Financial Measures148
     
   * Annex A Amended and Restated Chubb Limited Employee Stock Purchase Plan
     Proposed in Agenda Item 11A-1
     
   * Section 1. GeneralA-2
     
   * 1.1. Purpose and HistoryA-2
     
   * 1.2. Operation and AdministrationA-2
     
   * Section 2. Method of PurchaseA-2
     
   * 2.1. EligibilityA-2
     
   * 2.2. Participation ElectionA-2
     
   * 2.3. Purchase of StockA-3
     
   * 2.4. Termination of ParticipationA-3
     
   * Section 3. Operation and AdministrationA-3
     
   * 3.1. Effective DateA-3
     
   * 3.2. Shares Subject to PlanA-3
     
   * 3.3. Adjustments to SharesA-3
     
   * 3.4. Limit on DistributionA-4
     
   * 3.5. WithholdingA-4
     
   * 3.6. TransferabilityA-4
     
   * 3.7. Limitation of Implied RightsA-4
     
   * 3.8. EvidenceA-4
     
   * 3.9. Action by EmployersA-4
     
   * 3.10. Gender and NumberA-4
     
   * Section 4. CommitteeA-4
     
   * 4.1. AdministrationA-4
     
   * 4.2. Selection of CommitteeA-4
     
   * 4.3. Powers of CommitteeA-5
     
   * 4.4. Delegation by CommitteeA-5
     
   * 4.5. Information to be Furnished to CommitteeA-5
     
   * 4.6. Liability and Indemnification of CommitteeA-5
     
   * Section 5. Amendment and TerminationA-5
     
   * Section 6. Defined TermsA-5
     
   * Back Coverback cover
     


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ANNUAL REPORT

 


PROXY STATEMENT

 


Vote Now


CAST YOUR VOTE OR REQUEST MATERIALS

Click on the icon to go to online voting. In order to vote, you will need
identifying numbers from the proxy card, notice document or email you received.
Your vote is important to us, so please vote at your earliest convenience. Note:
Online voting is available until 12:00 p.m Eastern Time (6:00 p.m. Central
European Time) on May 15, 2024.



ANNUAL MEETING INFORMATION

The 2024 Annual General Meeting will be held at 2:45 p.m. Central European Time
on Thursday, May 16, 2024 at the offices of Chubb Limited, Bärengasse 32,
CH-8001, Zurich, Switzerland.

Click here to visit the company's website.




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