MRSHMarsh McLennan

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 the circumstances under which you would consider having the Chair and CEO roles filled by a single individual, when shareholders would be notified of any such change, and whether you will seek prior input from

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shareholders.

We received your comment letter dated September 20, 2022. We will carefully consider these comments in connection with the preparation of our 2023 definitive proxy statement. As we review our disclosures in light of your comments, we will pay particular attention to the disclosures that are required by Item 407(h) of Regulation S-K. One letter for all the questions, without numbered answers. Read the reply ↗

Please expand upon the role that your Independent Chair plays in the leadership of the board. For example, please enhance your disclosure to address whether or not your Independent Chair may: • represent the board in communications with shareholders and other stakeholders; • require board consideration of, and/or override your CEO on, any risk matters; or • provide input on design of the board itself.

See the reply above.

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

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re-assess your risk environment; • how the board interacts with management to address existing risks and identify significant emerging risks; • to whom your Chief Compliance Officer reports; and • how your risk oversight process aligns with your disclosure controls and procedures.

See the reply above.