BDB (UK) Limited
40 Lime Street, London EC3M 7AW
DIRECTORS & OFFICERS LIABILITY INSURANCE
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.
1 Name of Organisation 2 Registered 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
8 i) Has the organisation any acquisition, tender offer or merger pending or under consideration?
ii) Is the organisation aware of any proposal relating to its acquisition by another organisation?
iii) Is the organisation intending a new public offering of securities within the next year whether in the UK or elsewhere?
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?
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?
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
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
15 Is there a written human resources manual or equivalent written management guide providing policy and procedure on all employment related matters?
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?
If “YES”, please provide details
17 Does the organisation or any Director or Officer have Directors & Officers Liability Insurance in force?
If so, please state Insurer
Indemnity Limit £
18 Has the organisation every had any insurer decline a proposal or cancel or refuse to renew a Directors & Liability Insurance?
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?
20 Is the proposer aware, after enquiry, of any circumstance or incident which may give rise to a claim?
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
(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
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)
FOR AND ON BEHALF OF
(Insert Name of Business/Firm)
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