INTERNATIONAL INSURANCE SERVICES AND RISK MANAGEMENT
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1 INTERNATIONAL INSURANCE SERVICES AND RISK MANAGEMENT Directors & Officers Liability D&O Insurance Service is our passion
2 CONTENTS Legal framework of statutory and supervisory board members liability in the Czech Republic Directors & Officers Liability Insurance - D&O D&O claims examples
3 LEGISLATION 2014 Act. No. 89/2012 Sb., Civil Code 159 board members have to act with requisite duty of skill and care Act. No. 90/2012 Sb., Business Corporation Act establishes duties for members of statutory and supervisory bodies in the performance of their functions other valid legislation New responsibility for accepting a board member s role the possibility of negligent conduct New liability for obligations of the company - if a statutory body member will not reimburse the loss caused to the company by their wrongful act in the performance of their duties, then they are automatically liable towards the creditors for the company s debts New liability for the companys obligations in the event of bankruptcy
4 CHARACTERISTIC OF LIABILITY Basic obligations of board members: Act with proper care duty of care To act carefully and with necessary knowledge when making business decisions and in good faith where, it is reasonable to assume, that such actions are carried out in a informed manner and are in the defensible interests of the company; this does not apply if such a decision was not made with the requisite loyalty. Company management, discretion, conflict of interest Unlimited, Objective, Joint
5 MAJOR FEATURES OF LIABILITY The liability of the statutory bodies is: Unlimited: unlimited personal liability up to the full amount of loss Objective: members of statutory bodies are liable regardless of fault, liability for results members must prove they acted with proper care (reverse burden of proof ) Joint: statutory body members are jointly and severally liable Eliminating liability how to provide protection : Instructions of the General Assembly Report from the meeting of the Board of Directors D&O Insurance
6 WHO ARE THE POTENTIAL CLAIMANTS? AREAS OF PPOTENTIAL LOSS / CLAIMS Direct: The company itself represented by the Supervisory Body Shareholders /owners Management of the company Insured vs. Insured Creditors (only in accordance with The Insolvency Act) Indirect: Third parties investors, creditors, employees, competitors Government regulatory body Claims - Conclusion of agreements business decisions - Wrongful termination of employment contracts - Insolvency proceedings - Changes in company structure - mergers, acquisitions, split-ups - Bad investment decisions, low investment returns, investment outside guidelines NOT ACTING with duty of care
7 D&O Insurance
8 WHAT IS COVERED BY D&O INSURANCE? The insurance covers the liability for financial loss occurring in connection with the duties of members of the statutory or supervisory body of the company wrongful acts It applies to losses not covered by general liability, PI or other types of insurance Cover is provided for: - actual financial loss determined in a judgment or out-of-court settlement - legal defense costs and a range of other related costs (the costs to defend the litigation can be significant)
9 STRUCTURE OF THE INSURANCE Policyholder = company Company = policyholder + subsidiary / fund Insured person = board member, employee. Insurance ABC, all risks cover Deductible = 0 for insured person, company reimbursement Territorial scope of cover = worldwide, excl. USA/Canada Insurance cover for holding companies Often part of the comprehensive insurance product for PE/VC firm D&O + PI + Crime D&O insurance requirements for portfolio companies should be set
10 WHO IS (MIGHT BE) COVERED BY D&O INSURANCE? Board members means an individual who was, is or will be a member of the statutory or supervisory body of the company Employee of the company in a managerial role Heirs and estates In - the company of the policyholder - a daughter company - a sister company (must be individual agreed ) - an outside entity (portfolio company) ODL cover Company (indirectly) - easier access to indemnification
11 TIME LIMITS OF D&O INSURANCE, EXCLUSIONS Claims made basis Insurance period standard 1 year Retroactive cover unlimited Extended period for discovery and reporting of a claim (Discovery Clause) up-to 12 months automatic + longer period for an additional premium Run-off cover after transaction Major exclusions Intentional dishonest or fraudulent behavior, criminal acts Unfair advantage (benefits) of an insured person Prior and pending litigation/claims Professional liability Bodily injury and property damage USA / Canada claims
12 D&O claims examples
13 D&O CLAIMS EXAMPLES A joint-stock company doing business in information technology took over a smaller company doing business in a similar industry in order to expand the services it can offer. After the takeover, the joint-stock company undertook an in-depth audit of the accounting of the company that it had taken over and concluded that the purchase price it had paid exceeded the value of the acquired entity substantially. It then immediately filed a law suit against the owners of the company and the statutory body of the company for providing false information and for the fact that the member s of the statutory body had failed to act with due managerial care. D&O insurance has so far covered the expenses related to the legal defence of the accused members of the bodies of the company. A company lodged a claim for damages against the members of its board of directors for damage incurred as a consequence of a penalty imposed by the Office for the Protection of Competition for a breach of the Public Procurement Act. The insurer paid the costs of the legal defence of the statutory body members. The claim was settled out of court with the insurer s consent.
14 D&O CLAIMS EXAMPLES A trustee in bankruptcy initiated legal proceedings against the members of the statutory body of the parent company on the grounds that they failed to examine the financial situation of the parent company sufficiently and made strategic errors in restructuring the entire group. Because of poor management, the company became insolvent and entered into bankruptcy. To date, the costs of the legal representation of the members of the statutory body of the parent company have been covered by the insurance, and negotiations on partial settlement of the debt owing to creditors are currently underway. At the general meeting of a North Bohemian textile company, the new board of directors accused the former management of being responsible for the company s current economic problems. The former management had allegedly pledged real estate with a market value of CZK 40 million to the bank as collateral for a loan of CZK 4.5 million although the book value of the property was CZK 5 million. As the loan was not duly paid off, the bank exercised the lien, and the company allegedly incurred damage thereby.
15 WE LOOK FORWARD TO OUR COOPERATION RENOMIA
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