Director’s & Officers Insurance

• Employment malpractice
• Inaccurate disclosures
• Violation of Regulations
• Reporting Errors
• Shareholders Actions

• Covers the Company and its directors and/or officers following a claim made against them.
• Covers defence and any subsequent settlement costs, first for claims against the directors and then the company they represent
• Protects individual directors’ and officers’ assets and those of their spouses following a claim arising out of mismanagement of the company
• Any claim arising out of any breach of fiduciary duty
• Claims arising out of lack of corporate governance and failure to comply with laws
• Claims made by the company against the directors or officers representing it
• Increased corporate governance meaning more exposure for a breach
• Covers claims for decisions resulting in adverse financial consequences
• Directors’ and Officers’ personal assets are at risk – unlimited personal liability
• Covers claims brought by investors or shareholders holding the director responsible for their financial losses.

1. Breach of Professional Duty

2. Claims made in the USA

3. Dishonesty, Fraud and Criminality

4. Intentional non-compliant acts

5. Personal Profiting

6. Personal Debt

7. Property Damage and bodily injury

8. Claims made under a previous policy

9. Fines and Penalties

The policy may be extended to include the following optional coverage:

Company Derivative Action Costs – the reasonable fees and expenses incurred by any shareholder of the Company with our prior written consent (such consent not to be unreasonably withheld or delayed) in pursuing a Claim first made during the Period of Insurance against any Director or Officer for a Wrongful Act which the Company is legally liable to pay pursuant to an order of the court.

Avoidance Waiver – The policy will cover the insured company from any unintentional misrepresentation or non-disclosure of material facts.

Emergency Costs and Expenses – The policy will cover the insured company for 10% of the limit of indemnity retrospectively, if written consent cannot be acquired before the costs and expenses incurred.

Extended Discovery Period -. The policy will cover the insured company for any wrongful act carried out during or prior to the inception date of the insurance contract, given that no other similar insurance cover was purchased.

New Subsidiaries – In the event a company is acquired or created by the Company after inception of this Policy it shall be considered as a subsidiary and this Policy shall apply in respect of Wrongful Acts of its Directors or Officers while a Subsidiary.

Non-Executive Directors – Should the full limit of indemnity stated in the policy be used by claim payments, the limit will automatically be increased by the percentage noted in the schedule to cover costs and expenses of any Non-Executive Director

Retired Directors – cover the company for up to 72 months for with respect of any wrongful act carried out by any retired director or officer given that there will be no other insurance policy in force.

Spousal / Legal Representatives Cover – The policy may be extended to cover the lawful spouse of any director or officer in the event of the death, interdiction, incapacitation or bankruptcy of a Director or Officer for any loss due to a wrongful doing of a Director or Officer.

For the purpose of this policy, hereunder the term Director and Officer shall mean:

Any natural person who is, was or may during the Period of Insurance become a Director or Officer of the Company including a person in accordance with whose directives, instructions or directions, the directors of the Company are or have been accustomed to act

• any natural person who is construed to be a Director or Officer within the meaning of any applicable law or regulation governing such matters; and
• any natural person who is, was or may during the Period of Insurance become an Employee.