DIRECTORS & OFFICERS LIABILITY INSURANCE PROPOSAL FORM

Download (0)

Full text

(1)

1

BDB (UK) Limited

40 Lime Street, London EC3M 7AW

DIRECTORS & OFFICERS LIABILITY INSURANCE

PROPOSAL FORM

(2)

GUIDANCE NOTES

This proposal must be completed in ink by a Partner or Director of the Proposer. Please use your headed notepaper to provide full answers.

Please enclose your Company brochure (if applicable). Note, you must fully disclose all material facts. Failure to do so may result in voidance of the policy and/or repudiation of liability.

A material fact is one which influences the Insurer’s assessment of the risk. If you have any doubt whether something is a material fact, disclose it.

The completion and signature of this form does not bind either the Proposer or the Insurer to complete a contract of insurance.

(3)

3

1 Name of Organisation 2 Registered Address

Website Address

Postcode 3 Telephone Number

4 Legal Status of organisation 5 Nature of operations

6 Number of years continuous operation

7 During the last ten years, has either the capital structure or the name of the parent organisation changed? If so, please give details

(4)

8 i) Has the organisation any acquisition, tender offer or merger pending or under consideration?

YES NO

ii) Is the organisation aware of any proposal relating to its acquisition by another organisation?

YES NO

iii) Is the organisation intending a new public offering of securities within the next year whether in the UK or elsewhere?

YES NO

If the answer to any of the above is “YES”, please provide details

9 i) Are there any assets of the organisation located in the United States of America or Canada?

YES NO

ii) Does the organisation or any of its subsidiaries have any stock, shares or debentures or any debt instruments or commercial paper in the United States of America or Canada?

YES NO

If the answer to either 9(i) or 9(ii) is “YES” and cover is required for claims made in the USA/Canada or relating to the organisation’s operations in USA/Canada, then please complete the North American cover supplementary questions. These questions form part of the proposal document.

10 Please detail all stock exchanges on which the organisation has a listing. If none, please state “NONE” or if traded in any other way, please provide full details.

11 i) Total number of shareholders ii) Total number of shares issued

(5)

5

iv) Please give full details of any shareholder holding more than 15% of the Ordinary Share Capital of the organisation

12 Please provide details of any changes in the number and identity of Directors and Officers since the last published Report and Accounts

13 Please detail any acquisitions, disposals or created subsidiaries since the last published Report and Accounts

14 Please detail the number of employees in the Human Resources Department. If none, please describe how this function is handled

(6)

15 Is there a written human resources manual or equivalent written management guide providing policy and procedure on all employment related matters?

YES NO

If “NO”, please advise why not

16 Is the proposer actually undergoing or contemplating undergoing any employee layoffs or early retirement proposals for any reason?

YES NO

If “YES”, please provide details

17 Does the organisation or any Director or Officer have Directors & Officers Liability Insurance in force?

YES NO

If so, please state Insurer

Indemnity Limit £

Expiry Date

Premium £

18 Has the organisation every had any insurer decline a proposal or cancel or refuse to renew a Directors & Liability Insurance?

YES NO

If so, please give full details

19 Have claims ever been made against any past or current Director, Officer or employee of the organisation or its subsidiaries?

YES NO

(7)

7

20 Is the proposer aware, after enquiry, of any circumstance or incident which may give rise to a claim?

YES NO

If so, please give full details

NORTH AMERICAN COVER SUPPLEMENTARY QUESTIONS

21 Please state the total gross assets of the organisation in USA and Canada

22 For any non wholly-owned subsidiaries in USA and Canada, please state the organisation’s percentage interest in each and identify who owns the minority stock

23 In respect of any stock, shares or debentures in USA and Canada, please confirm the following:

(i) The date of the last offer or tender or issue made

(ii) If the offer was subject to the United States Securities Act of 1933 and/or The Securities Exchange Act 1934 and/or any amendments thereto

YES NO

(iii) If any of the stocks or shares are traded in the form of ADR’s, please advise:

a) whether they are sponsored or unsponsored

b) the percentage traded as a total of issued share capital % c) the number of ADR shareholders

(8)

24 Please provide details of any debt instruments or commercial paper in North America

25 Please confirm if a 20-F filing has been made to the USA regulatory authorities

YES NO DECLARATION

I/We declare that the above statements and particulars are true, full enquiry having been made and I/We have not suppressed or mis-stated any material facts and undertake to inform the Insurer of any change to any material fact

I/We agree that this declaration together with any other information shall be the basis of any contract between me/us and the Insurer

SIGNATURE OF PROPOSER

(Chairman or chief executive)

NAME

FOR AND ON BEHALF OF

(Insert Name of Business/Firm)

DATE

Please retain a copy of this completed proposal form for your records

Please provide copies of the last two annual Report and Accounts for the organisation with interim statements (if applicable) and any offer documents/listing particulars published in the last 12 months

Figure

Updating...

References