Proposal Form for Directors & Officers Liability Insurance Guidance Notes and Important Notices These TICES apply to this Proposal and any attached Addenda 1. The answers to this form preferably should be typed, or alternatively this form may be completed in ink. The form must be signed by a Director of the Company. 2. All questions must be answered, if not no quotation will be given. The completion and signature of this form does not bind the Proposer or Underwriter to complete a contract of insurance. 3. If you have insufficient space to complete any of your answers please continue on your headed paper and attach it to this form. 4. It is your duty to disclose all material facts to Insurers. A material fact is one that is likely to influence a prudent Insurer s judgment and acceptance of your proposal; if your proposal is for renewal, it should include any changes in facts previously advised to Insurers. 5. This proposal is for a Claims Made policy. The policy responds to claims which are first made against the insured during the policy period (or extended reporting period if applicable). Notes In the event that there is any material change in the answers given to the questions contained in this proposal form prior to the inception of the policy, the Proposers must notify Underwriters and, at the sole discretion of Underwriters, any outstanding quotations may be modified or withdrawn. The following documents must be submitted with this proposal form:- The latest audited accounts of the companys; The latest interim statement (if applicable); The latest audited accounts of the ultimate Holding Company if applicable. A current organisational diagram The particulars and statements contained in this proposal form and any other information submitted are the basis for the proposed policy and will be considered as being incorporated into and constituting a part of the proposed policy. Acceptance of Terms Upon acceptance of the Underwriters terms and conditions, it is important that the premium is paid in accordance with the payment terms, as non-payment of the premium will result in the policy being declared void from its inception date. Legal Notices EU Residents: The parties making this contract are free to choose the law applicable to this contract. Unless the Proposer indicates otherwise in the Proposal, the contract shall be subject to the law of the country of domicile of the Insured. In any event, the Proposer is advised that the Underwriters are subject to regulation by Lloyd s of London and ultimately by the Financial Services Authority in the United Kingdom. Non-EU Residents: If the Proposer has requested and the Underwriters have accepted that this contract be subject to the laws and jurisdiction of the country of domicile of the Insured, then if any of the terms of the policy are in conflict with any applicable statute, the policy terms shall be deemed amended, in order to comply with the minimum provisions of such law. This Proposal is not intended for use by residents of Australia or the United States of America or of any territories which are subject to the laws of the United States of America. The MPLC is an underwriting intermediary licensed in Gibraltar by the Financial Services Commission under licence number FSC00659B. The MPLC's insurances underwritten by certain underwriters at Lloyd's. 1
Complaints The MPLC aims to provide a first class professional service to its customers. Should you have any questions, concerns or complaints about your policy or the handling of a Claim you should, in the first instance, contact your broker. Alternatively, you may wish to contact The MPLC by writing to: Managing Director The Medical Professional Liability Company Limited, Regal House, Queensway, P.O. Box 1446, Gibraltar. In the event that you are unable to resolve the situation you may, in certain circumstances, contact the Complaints Department at Lloyd's. Address: Complaints Department, Lloyd's, One Lime Street, London EC3M 7HA; Tel No: 020 7327 5693; Fax No: 020 7327 5225; E-mail: Complaints@Lloyds.com Finally, in the event that the Complaints Department is unable to resolve your complaint, it may be possible for you to refer it to the Financial Ombudsman Service (FOS) or other local dispute resolution body. Further details will be provided at the appropriate stage of the complaints process. Broker/Insurance Advisor s details: 2
Directors & Officers Liability Insurance 1. a) Name of the Company: b) Address of Head Office: Post code: Telephone: Fax: www. Email: c) Country of Registration Country: 4. a) Has the Company any acquisition, tender offer or merger pending or under consideration? b) Has the Company made any acquisitions or disposals during the past 18 months? c) Is the Company aware of any proposal relating to its acquisition by another company? d) Is the Company intending a new public offering of securities within the next year in the UK or elsewhere? e) Has the Company within the past 18 months filed any registration statement for a public offering of securities in the UK or elsewhere? f) Has the Company within the past 18 months issued any shares (common or otherwise)? If Yes to any of the above please give details below. 5. a) How many shareholders does the Company have? d) If the Company stated in (a) is a subsidiary of another company, please state the name and address of the ultimate Holding Company: b) Are there any shareholders who own 10% or more of the issued shares? If Yes, please detail the shareholders and percentages owned. Post code: Country: 2. a) Type of company (e.g. Public, Private, Close, Mutual etc): c) What is the total number of shares issued? b) Nature of business: c) Date since the Company has continuously carried on business: d) What is the total number of shares held by Directors and Officers (both direct and beneficial)? 3. During the last five years has: a) The name of the Company changed? b) Any acquisition or merger taken place? 6. Is the Comapny: a) Listed on any Stock Exchange? If `Yes, please state which and date listing obtained c) Any subsidiary company been sold or ceased trading? d) The capital structure of the Company changed? b) Listed on the Unlisted Securities Market c) Traded in any other way? If Yes to any of the above please give details below. If Yes, please specify: 3
d) If the Company has any of its shares in any American Depository Receipt (ADR) programme, please state the level of ADRs and percentage of total shares traded as ADRs. 9. a) If Directors and Officers Liability Insurance has been carried during the past 3 years please state:- (i) The name of the Insurers. (ii) The period of the policy: e) Does the Company or any of its subsidiaries have any of their stock, shares or debentures issued in the United States of America or Canada? If Yes, please advise: i) On what date the last offer/tender/issue was made? (iii) The Limit of Liability: (iv) The premium: (only state if the last policy was not issued by The MPLC) ii) Was the offer subject to the United States Security Act 1933 and/or the Securities Exchange Act of 1934 and/or any amendments thereto? 7. a) Does the Company comply with the Combined Code or equivalent government guidelines? (b) As far as is known, have the Proposers ever been refused this type of insurance or had a similar insurance cancelled? If Yes, please provide details: If No please explain: 10. a) If an insurance similar to that now proposed had been or were now in effect would any claim which has been made or which is now pending against any persons proposed for insurance have fallen for indemnity under the scope of such insurance? If Yes, please give details: b) What are the criteria for appointment as a non executive directior? 8. Has the Company, any Director or Officer of the Company, or any Approved Person (pursuant to s.59 of the Financial Services and Markets Act 2000) received any admonishment, fine, penalty or other sanction from any regulatory body? If Yes, please provide details: b) Is any person proposed for insurance aware, AFTER ENQUIRY, or any circumstances or incident which he/she has reason to suppose would be likely to result in any future claim such as would be likely to fall for indemnity under the proposed insurance? If Yes, please give details: 11. Limit of Liability options required: (a) (b) (c) 4
12. Declaration I the undersigned, being a Director or Officer of the Company referred to in Item 1(a) of this proposal, hereby declare that:- 1. I am authorised to complete this proposal on behalf of the Company referred to in Item 1 of this proposal and all subsidiary companies declared herein; and 2. All answers to the questions contained in this proposal are, AFTER ENQUIRY, true and correct to the best of my knowledge and belief; and 3. I have read and understood the notes at the beginning of this proposal; and 4. I understand that the submission of this proposal does not bind either the Underwriters or the Company specified in Item 1 or any of the Subsidiary Companies declared herein, to enter into a binding contract of insurance. Signed Capacity Company Date It is important that the Company and all Subsidiary Companies declared herein, and the authorised Officer signing the Declaration above on their behalf, are fully aware of the scope of this insurance so that these questions can be answered correctly. If in doubt, please contact your broker since non-disclosure may affect an Assured s right of recovery under the policy or lead to voidance. 5