SEC Comment Letter for Chubb Ltd (CB) (CIK 0000896159) (CB) — Sep 2, 2022
Chubb Ltd (CB) (CIK 0000896159)
Date: Sept. 2, 2022 · CIK: 0000896159 · Accession: 0000000000-22-009599
AI Filing Summary & Sentiment
File numbers found in text: 001-11778
Letter
United States securities and exchange commission logo September 2, 2022 Peter C. Enns Chief Financial Officer Chubb Ltd Baerengasse 32 Zurich, Switzerland CH- 8001 Re:Chubb Ltd Definitive Proxy Statement on Schedule 14A Filed April 4, 2022 File No. 001-11778 Dear Mr. Enns: We have limited our review of your most recent definitive proxy statement to those issues we have addressed in our comments. Please respond to these comments by confirming that you will enhance your future proxy disclosures in accordance with the topics discussed below as well as any material developments to your risk oversight structure. For guidance, refer to Item 407(h) of Regulation S-K. Definitive Proxy Statement on Schedule 14A filed April 4, 2022 General 1.Please expand your discussion of the reasons you believe that your leadership structure is appropriate, addressing your specific characteristics or circumstances. In your discussion, please also address how the experience of your Lead Director is brought to bear in connection with your board’s role in risk oversight. 2.Please expand upon the role that your Lead Director plays in the leadership of the board. For example, please enhance your disclosure to address whether or not your Lead Director may:
•require board consideration of, and/or override your CEO on, any risk matters; or •provide input on design of the board itself.
FirstName LastNamePeter C. Enns Comapany NameChubb Ltd September 2, 2022 Page 2 FirstName LastName Peter C. Enns Chubb Ltd September 2, 2022 Page 2 3.Please expand upon how your board administers its risk oversight function. For example, please disclose:
•the timeframe over which you evaluate risks (e.g., short-term, intermediate-term, or long-term) and how you apply different oversight standards based upon the immediacy of the risk assessed; •whether you consult with outside advisors and experts to anticipate future threats and trends, and how often you re-assess your risk environment; •how the board interacts with management to address existing risks and identify significant emerging risks; •to whom the Chief Compliance Officer reports; and •how your risk oversight process aligns with your disclosure controls and procedures. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Christopher Dunham at (202) 551-3783 or Amanda Ravitz at (202) 551- 3412 with any questions. Sincerely, Division of Corporation Finance Disclosure Review Program
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United States securities and exchange commission logo
September 2, 2022
Peter C. Enns
Chief Financial Officer
Chubb Ltd
Baerengasse 32
Zurich, Switzerland CH- 8001
Re:Chubb Ltd
Definitive Proxy Statement on Schedule 14A
Filed April 4, 2022
File No. 001-11778
Dear Mr. Enns:
We have limited our review of your most recent definitive proxy statement to those issues
we have addressed in our comments.
Please respond to these comments by confirming that you will enhance your future proxy
disclosures in accordance with the topics discussed below as well as any material developments
to your risk oversight structure. For guidance, refer to Item 407(h) of Regulation S-K.
Definitive Proxy Statement on Schedule 14A filed April 4, 2022
General
1.Please expand your discussion of the reasons you believe that your leadership structure is
appropriate, addressing your specific characteristics or circumstances. In your discussion,
please also address how the experience of your Lead Director is brought to bear in
connection with your board’s role in risk oversight.
2.Please expand upon the role that your Lead Director plays in the leadership of the board.
For example, please enhance your disclosure to address whether or not your Lead
Director may:
•require board consideration of, and/or override your CEO on, any risk matters; or
•provide input on design of the board itself.
FirstName LastNamePeter C. Enns
Comapany NameChubb Ltd
September 2, 2022 Page 2
FirstName LastName
Peter C. Enns
Chubb Ltd
September 2, 2022
Page 2
3.Please expand upon how your board administers its risk oversight function. For example,
please disclose:
•the timeframe over which you evaluate risks (e.g., short-term, intermediate-term, or
long-term) and how you apply different oversight standards based upon the
immediacy of the risk assessed;
•whether you consult with outside advisors and experts to anticipate future threats and
trends, and how often you re-assess your risk environment;
•how the board interacts with management to address existing risks and identify
significant emerging risks;
•to whom the Chief Compliance Officer reports; and
•how your risk oversight process aligns with your disclosure controls and procedures.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Christopher Dunham at (202) 551-3783 or Amanda Ravitz at (202) 551-
3412 with any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program