What is Directors and Officers Liability?Covers the directors and managers of an organisation against claims that may arise from the decisions and actions taken within the scope of their regular duties. This is suitable for all organisations with Directors and Officers.
- Bodily injury and property damage defence costs
- Crisis communication costs
- Deprivation of assets expenses
- Emergency defence costs and legal representation expenses
- Extradition proceedings
- Prosecution costs
- Retired directors
- Outside directorships (declared basis)
- Your name
- Type of organisation
- Phone contact and email address
- Limit of liability
This policy does not provide indemnity or advancement of defence costs, against any claim or allegation:
- Other than costs provided for under Operative Clause 1.4, is based upon or which arises directly or indirectly:
a. From any criminal act, wilful misconduct, wilful breach of trust, Reckless Trading or breach of authority;
b. Or is attributable to any of the insured gaining any personal profit, reward or advantage or receiving any remuneration to which they were not legally entitled;
c. Or results from or is in consequence of or in any way involves any allegation that the Directors improperly benefited from securities transactions by making use of information that was not available to other sellers or purchasers of such securities;
d. Or is in consequence of or in any way involves any actual or alleged dealings of any nature whatsoever by which it is sought to affect the price of or marketing of any shares and/or debentures of the company or of any foodstuff or raw material or commodity or currency or of any negotiable instrument other than dealings carried out in accordance with all laws, rules, and regulations applicable to such dealings;
e. Based upon payments, commissions, gratuities, benefits or any other favour to or for the benefit of any: political group or party; government or armed services official or director, officer, employee, or any person having a proprietary interest in any customer of the Company;
f. Which is deemed to be uninsurable under any law applicable to this policy.
All costs, charges and expenses advanced in terms of the above shall be repaid to the Insurers immediately should the defense or reasonable appeals as agreed with Insurers, be unsuccessful
- Arising directly or indirectly, resulting from, or in any way involving the Insured in a capacity as trustee, fiduciary under law or administrator of any pension or welfare plan, profit sharing, share option, share incentive scheme, or trust.
- For the payment of any fine or penalty or any amount which is deemed uninsurable or contrary to public policy.
- Major shareholder (unless applicable under optional extensions) - instigated or made by any member of the Insured holding more than 25% of the Company’s shares, stock or debentures.
- Arising out of any failure to effect or maintain any insurance relating to the Company;
a. Made by any third party based upon or alleging or originating from breach of any professional duty owed to such third party, this exclusion shall not apply to allegations of failure to supervise.
- Made, and instigated by any Director against any other Director. However, this exclusion shall not apply to:
a. Any claim brought or maintained by a Director for contribution or indemnity, if the claim directly results from another claim otherwise covered under this Policy;
b. Any shareholder action brought or maintained on behalf of the Company without the solicitation, assistance or participation of any Director or the Company;
c. Any claim brought or maintained by a curator, liquidator, receiver or administrative receiver either directly or derivatively on behalf of the Company without the solicitation, assistance or participation of any Director or the Company
d. Any claim brought or maintained by any former Director of the Company;
e. Any Employment Related Wrongful Act;
f. Costs and expenses only, in respect of any action instituted by any other Director.
- Arising directly out of any actual or alleged bodily injury, sickness, disease, mental anguish, emotional distress or any actual or alleged invasion of privacy or death of any person or any actual or alleged damage to or destruction of any tangible property. Provided that the above shall not apply to emotional distress and/or injury to feelings resulting from an Employment-Related Wrongful Act.
- Whether directly or in connection with any of the following regardless of any other cause or event contributing concurrently or in any other sequence to the loss:
a. War, invasion, act of foreign enemy, hostilities or war-like operations (whether war be declared or not) or civil war;
b. Mutiny, military rising, military or usurped power, martial law, state of siege or any other event which determines the proclamation or maintenance of martial law or state of siege;
c. Insurrection, rebellion or revolution;
d. Any act of Terrorism.
For the purposes of this Exclusion Terrorism, means an act of violence or an act dangerous to human life, tangible or intangible property or infrastructure with the intention or effect to influence any government or to put the public or any section of the public in fear. If the Insurers allege that by reason of this Exclusion any loss, damage, cost or expense is not covered by this Policy, the burden of proving the contrary shall be upon the Insured.
- a. Relating to a list of the Company’s securities/stock on a North American securities exchange and/or participation in an American Depository Receipts (ADR’s) programme;
b. Based upon or attributable to the actual or intended initial private placement or initial public offering of any Securities of the Company.
- Arising solely out of any acquisition or new investment failing to perform as represented or as expected to perform in the absence of a Wrongful Act.
- Arising out of Environmental Impairment other than cover purchased under the optional extensions, if applicable.
- Insurers shall not indemnify and Insurers shall not be liable to pay any claim or provide any benefit hereunder where the indemnity, claim payment or provision of such benefit is contrary to the prohibitions or restrictions under United Nations resolutions or the trade or economic sanctions, laws or regulations of the European Union, United Kingdom or United States of America irrespective of enactment in the jurisdiction where indemnity or benefit is provided or payment made.
- Involving claims made, or incidences reported, against the Insured and notified to the insurers of any other policy attaching in a period prior to the Period of Insurance; or for Occurrences of Wrongful Acts known to the Insured at the inception of this Policy which could reasonably have been foreseen to give rise to a claim against the Insured for Occurrences of Wrongful Acts advised to the insurers of any other policy attaching in a period prior to the Period of Insurance; nor for Occurrences of Wrongful Acts prior to the applicable Retroactive Date (if any) stated in the Schedule.