MAIN FORM APPLICATION
[POLICY
NAME]
Directors
& Officers Liability Proposal
[Local Officer]
[Name of Insurer]
[Name of Insurer]
Proposer Details
1.
Name of
Proposer
2.
Address of
Head Office
3. Country of Registration:
4. Date of incorporation/formation:
5. (a) How
long has the Proposer continually carried on business?
(b)
State the
principal business activities of the Proposer and its subsidiaries?________
6.
Limit(s) of
Liability being requested:
7.
(a) Give a complete list of all subsidiary
companies including country of registration and percentage owned by
Proposer. Please use attachment.
(b)
Does the Proposer have any subsidiary(ies) incorporated/formed in the
United States of America?…………………………………………………… qYes qNo
(c)
Is the
Proposer requesting Directors and Officers insurance for each subsidiary listed in (a)
above?…………………………………………………………..qYes qNo
If
“no” to question 7(c) please list those subsidiaries for which insurance is not
being requested.
N.B. Hereinafter the Proposer and its
subsidiaries shall be known as the “Company.”
8. (a) Please provide total (consolidated)
annual gross assets of the Company from the most recent year end report:
(b) Please
provide total (consolidated) annual revenues/turnover of the Company from the
most recent year end report:
(c) Please
provide the total (consolidated) net worth of the Company for the past two
years:
(d) Please
provide the total (consolidated) net income of the Company for the past two
years:
9. During the last five years has:
(a) the
name of the Proposer changed?........................................................ qYes qNo
(b)
any acquisition or merger taken
place of the Proposer or
any subsidiary occurred?......................................................................... qYes qNo
(c) any
subsidiary been sold or ceased trading?........................................... qYes qNo
(d) the Company undergone a Management buy out,
Leveraged buy out or other change in capital structure
of the Parent Company changed?................................................................ qYes qNo
If “yes” to any of the above please
give details.
10. Does the Company or any director or officer
have Directors & Officers
Liability Insurance currently in force?.......................................................... qYes qNo
If “yes” please state:
(a) Insurer:___________________________________________________________
(b) Indemnity
Limit:____________________________________________________
(c)
Expiry Date:
(d)
Premium:
(e)
Retention(s):
11. Has the Company ever had any Insurer decline
a proposal or cancel or refuse to renew a Directors & Officers Liability
Insurance? ...................................................................................... qYes qNo
If “yes” please give details.
12. Is the Proposer:
(a) Privatly
Held?...................................................................................... qYes qNo
(b) Publicly
Traded (equity or debt)?........................................................ qYes qNo
13. If “yes” to question 12(b) then please
specify the following for the Proposer:
Each country
listed
|
Each
securities exchange/market per country
|
Type of
listing
(direct, ADR
and level, OTC)
|
Percentage
of all securities traded
|
Type of
security
|
(a) Is
the Proposer publicly listed on an Unlisted Securities Market?__ qYes qNo
(b) Traded
in any other way?..................................................................... qYes qNo
Please specify:______________________________________________________
14. Are any subsidiaries publicly traded (equity
or debt)?……………………qYes qNo
15. If “yes” to question 14 then please specify
the following for each such subsidiary:
Name of
subsidiary
|
Country of
formation or incorporation
|
Each country
listed
|
Each
securities exchange/ market per country
|
Type of
listing
(direct,
ADR and level, OTC)
|
Percentage
of all securities traded and type of security
|
16. Please list for the Company:
(a)
Total number
of shareholders:
(b)
Total number
of shares issued:_________________________________________
(c) Total number of shares (percentage) held by
each director and officer of the Company (both direct and beneficial):
(d) Total number of shares (percentage) held by
institutional investors:
(e)
All security
holders, holding a 5% or more ownership interest in the Proposer, or any
subsidiary that is publicly traded, giving the holder’s name and the percentage
held:
Holder Entity Percentage of Ownership
17. (a) Is the Proposer or any subsidiary considering
any acquisition, tender offer, merger, buy-out or other change in equity
structure?................................................................................................... qYes qNo
(b)
Is the Proposer or any subsidiary aware of whether any other company or entity
is considering an acquisition, tender offer, merger, buy-out or other change in
equity structure of which the Proposer or any subsidiary would be a target? qYes qNo
(c) Is the Proposer or any of its subsidiaries
intending either a new public offering of securities
(equity or debt), or a change in the listing status
of its existing
securities, within the next year? qYes qNo
If
“yes” to any of the above, please provide specific details.______________________
18. (a) Have any Directors and / or Executive
Officers of the Proposer or of any publicly traded subsidiary of the Proposer
resigned or been replaced in the past 12 months?
……………………………………qYes qNo
If “Yes,” who, title and why?
(b) Is
the Company considering a replacement or addition of any Directors and Officers
of the Proposer or of any publicly traded subsidiary of the Proposer?
If “Yes,” who, title and why?
19. (a)
Who is the company’s external auditing firm?
(b)
Has the
Company changed its external auditing firm in the past three
years?………………………………………………………………….qYes qNo
If
“yes,” why and when?
20. Does the Company have any
plans to remove or replace its external auditor in the next 12
months?.…………………………………………………….qYes qNo
If
“Yes,” why and to whom?
21. (a)
Have all revenue recognition practices of the Company been approved by your
existing
external auditor, without
qualification?………………………………….qYes qNo
If “no,” please provide specific
details.
(b) Have the Company’s external auditors
recommended changes to the revenue recognition or other significant accounting
practices in the past 12
months?……………………………………………………………….qYes qNo
(c) Has the Company changed or
considered changes to the revenue recognition or other significant accounting
practices in the past 12 months?………………….qYes qNo
(d) Is
the Company considering changes to the revenue recognition or other significant
accounting practices?………………………………….………………….qYes qNo
If “yes,” to (b), (c) or (d) please
provide specific details.
22. Does the Company or any of directors and/or
officers thereof have any interests in any partnerships or Special Purpose
Vehicles or Entities?………………….….qYes qNo
If
“yes,” please provide details.
23. Has the Company ever restated
its financial results? .…………………….qYes qNo
If
“yes,” please provide details.
24.
Does the Company anticipate having to take a significant one time charge to
earnings, or restate earnings, within the next 13 months? .………………………….…….qYes qNo
If
“yes,” please provide details.
If
“yes” to question 24, it is agreed that the proposed policy shall not provide
any coverage for loss in connection with any claim, investigation, proceeding
or action alleging or arising from such event, unless an endorsement is added
to the proposed policy specifically extending coverage to such arising.
25. Does the Company have specific
written corporate policies with respect to directors’, officers’ and employees’
ability to purchase or sell the Company’s stock, including the ability to
exercise stock options?
26.
Does the policyholder have any pension, provident fund schemes and/or
retirement schemes which are defined benefit schemes? …...…………………………. qYes qNo
If
yes, please complete the Pension trustee Questionnaire
Cover for the United States of America
Please complete questions 26-33 if the
Proposer is requesting any coverage for claims brought in the United States of
America or claims made elsewhere arising out of the Company’s operations in the
United States of America.
26.
(a) Please
provide the total gross assets of the Company in the United States of America:
(b)
Please provide
the total revenues of the Company derived from its activities in the United
States of America:
(c) Total number of employees in the United States
of America and three US states with the largest number of such employees:
27. Does the Company have any ownership interest
of 50% or less in any entity located or incorporated in the United States of
America? ……….……………..…..qYes qNo
If “yes”:
(a) Please provide in an attachment
the name of the entity, type of industry, whether public or private, and if
publicly traded, type of securities (equity or debt) and the name of exchange
or market on which such securities are traded:
(b) Does
the Company have any representation on the Board of Directors, or as an
Executive Officer, on any entity listed in question 27(a) above?……..qYes qNo
If
“yes” to 27(b), please provide name of entity, name of individual and position.
28. Does the Company treat
stock options as an expenses in its financial statements? ................ ……………………………………………………..qYes qNo
29. Does the Proposer or any of its subsidiaries
have any stock, shares or debentures in North America? qYes qNo
If “yes”:
(i)
Are such stocks, shares or debentures publicly traded?
qYes qNo
If “Yes,” then
list::
Name of
entity
|
Type of
security (equity or bond)
|
Each
securities exchange/market per country
|
Type of
listing
(direct, ADR
and level, OTC)
|
Percentage
traded as a total of all issued share capital
|
____________
30. Does
the Company have an internal Audit Committee pursuant to U.S. statutes, rules
or regulations? ........... qYes qNo
If
“no,” why?
(a) If “Yes,” does the Audit Committee meet more
than four times a year? qYes qNo
(b) If “Yes,” has any member of the audit
committee resigned or been replaced within the past two
years? ………………………………………………qYes qNo
If
“yes” to question 30(b), who and why?
31. Is the company required to follow U.S.
Generally Accepted Accounting Principles (GAAP)? …………………………………………………………qYes qNo
If “Yes,” are the company’s financial
statements generally in accordance
with US GAAP?………………………………………………………………qYes qNo
32. Is
the Company or any director or officer of the Company presently, or has
the company or any director or
officer of the Company been in the past 5 years, the subject of a U.S.
Securities and Exchange Commission (SEC) enforcement action or a U.S. Interal Revenue
Service (IRS) enforcement action?…………qYes qNo
If
“yes,” please provide details.
33. Is
the SEC or IRS investigating or requesting information from the Company of any of the Company’s directors,
officers or employees?…………………qYes qNo
If
“yes,” please provide details.
The
following questions are to be completed by all applicants.
Claims Information
34.
Has there been or is there now
pending any claim(s) or actions against or investigation(s) of: (i) the Company thereof;
and/or (ii) any person proposed for insurance in his or her capacity as a director or officers
of any Company?……………………………qYes qNo
If “yes,” please provide details.
35.
The directors or officers of
the company, the General Counsel (or equivalent person) of the company and the
risk manager of the company have no knowledge or information of any act, error
or omission which could reasonably give rise to a claim, investigation or
action under the proposed policy, except as follows: (Attach complete details.)
……………qYes qNo
If
the directors or officers, the General Counsel (or equivalent position) or the
risk manager of the company have no such knowledge or information state “None”:
___________________________.
It is agreed
that with respect to Questions 34 and 35 above, that if such claim, proceeding,
action, knowledge, information or involvement exists, then such claim,
proceeding or action and any claim or action arising from such claim,
proceeding, action, knowledge, information or involvement is excluded from the
proposed coverage.
Documentation
36. Provide
copies of the following for the Company.
(a)
Latest annual
report.
(b)
Latest audited
financials
(c)
Latest interim
financials available
(d)
Copy
(certified by organization’s Secretary) of the indemnification provisions of
the charter and the by-laws. Also attach
a copy of organization’s indemnification agreement.
(e)
Latest CPA
management letter along with Proposer’s responses to any recommendations made therein.
If the Company
has any securities (equity or debt) listed or traded in the United States of
America, then:
(f) Latest 10K report filed with the Securities
and Exchange Commission (SEC) (or similar state or foreign agency).
(g) All registration statements filed with the SEC
(or similar state or foreign agency) within the last twelve months.
(h) Copies of financial statements certified by
the CEO and CFO. All proxy statements and notices of annual meeting of
stockholders within the last 12 months
It
is agreed that the Proposer will file with the Insurer, as soon as it becomes
available, a copy of each registration statement and annual or interim report
which the Proposer or any subsidiary may from time to time file with any local
or foreign governmental, regulatory body or agency that regulates securities
(including but not limited to the US Securities and Exchange Commission).
SIgning this
proposal does not bind the proposer to complete this insurance.
Declaration
I
declare on behalf of all insureds, after inquiry, that the statements and
particulars in this supplemental proposal are true and no material facts have
been misstated or suppressed. I
agree that this proposal forms, any attachment, any information submitted
therewith and any and all other information supplied or requested, shall form
the basis of any Contract of Insurance effected thereon. I further undertake to inform Insurers of any
material alteration to any information, statements, representations or facts
presented in this proposal form occurring after the date this proposal form is
signed and before the inception date of the proposed policy.
A
material fact is one which would influence the acceptance or assessment of the
risk.
All
written statements and materials furnished to the insurer in conjunction with
this application are hereby incorporated by reference into this application and
made a part hereof.
Signing
this proposal does not bind the proposer to complete this insurance.
Signed ........................................................
Title ............................................................
CEO or Chairman of the Board of Directors
CEO or Chairman of the Board of Directors
(authorised
signatory of the insured)
Company ....................................................
Date ............................................................
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