DIRECTORS & OFFICERS LIABILITY

DIRECTORS & OFFICERS LIABILITY

PROTECT YOUR ASSETS AND YOUR HOME THE NEW AGE OF LIABILITY The dawning of a new millennium witnessed a new era for company directors and officers with regulatory controls more strict, watch-dogs more alert and litigation more likely. In recent years the media has hit upon many well-known names both on the worldwide stage and here in New Zealand. As a director you can be held personally liable not only for your own mistakes, but also for the mistakes of others. The Executive misled me The financial advisers submitted the wrong information for the prospectus I thought we could trade out of insolvency The courts are insisting on stronger corporate governance and liability appears to be becoming stricter with excuses such as the above offering little defence. THE STAKES ARE HIGH The pressures and responsibilities of running a company are difficult enough without the knowledge that your legal liability as a director could rob you of all that you ve worked so hard for. The stakes are high your home, your savings, your retirement plans the results of years of effort and dedication can be at risk. Today s business environment is constantly changing, however, and you face: Increased Regulation We already operate under the watchful eyes of regulatory bodies such as the Securities Commission, the Serious Fraud Office and the Commerce Commission, and every year regulations passed by Parliament continue to push corporate accountability. Increased Litigation Litigation trends from the USA, UK and Australia are starting to show here. As our traditional reluctance to resort to litigation erodes, New Zealand directors are becoming more vulnerable than ever before.

QBE PROVIDING INDEPENDENT PROTECTION At QBE we recognise the environment you operate in and our Directors & Officers (D&O) Liability insurance has been designed to help protect your business and your personal assets by combining company reimbursement with direct, independent protection. Usually your company would indemnify you and your fellow directors and then your QBE D&O Liability policy would reimburse the company. However, in some circumstances the company might be prevented from indemnifying you perhaps the constitution prohibits it or, in an insolvency situation, you might have to stand in line behind secured creditors. In such circumstances QBE s D&O Liability policy is able to offer you direct, independent protection. We can cover your legal costs, settlements and court awards and can give you access to specialised and highly qualified legal representation. QBE D&O Liability covers you for official investigations or inquiries, civil proceedings and even criminal proceedings as long as you are acquitted. It provides many valuable automatic extensions to cover as standard, and its optional extensions allow you to tailor the cover you truly need. AUTOMATIC EXTENSIONS Run-off Waiver/ Change of Ownership Pollution Legal Costs Superannuation Trustees Liability Past, Present and New Subsidiaries Outside Directorships Spousal Liability Severability & Non-Imputation Late Notification Compensation for Court Attendance Uniquely, QBE s D&O policy will NOT automatically place your policy in run-off upon sale or change of shareholding in your company. To cover the cost of defending claims of corporate pollution made against individual directors and officers. To protect you as a trustee of the company s own superannuation fund. Regardless of which of your subsidiaries caused, or might cause, the problem your policy can respond. To provide protection should you represent the company on the board of another organisation. To protect your spouse or estate against allegations being made against you after the event of your death. Failure by an insured colleague to meet the terms of the policy will not automatically prejudice your own cover under it. A goodwill period of 60 days in which you can continue to register circumstances which might give rise to a claim under the policy. Up to $10,000 per non-executive director can be paid to compensate for lost income due to compulsory court appearances.

OPTIONAL EXTENSIONS Unlimited Retroactive Cover Prospectus Liability Extended Reporting Period To ensure your policy can respond irrespective of when the alleged error was made. Arising from the issuance of a misleading prospectus. Your company has the option to purchase an extension of up to 24 months should your QBE policy not be renewed. (New rates may apply.) QBE THERE WHEN YOU NEED US In New Zealand, more people put their trust in QBE s liability insurances than any other because when you face a liability claim, you need access to the best. And that s what QBE seeks to provide. Our experienced claims team have an in-depth understanding of the complex legal and commercial issues which surround liability claims and will negotiate settlements in consultation with you. Should you be sued, we can appoint some of the country s best lawyers to help in your defence. I find so often when you place trust in someone in a professional capacity things can go horribly wrong, and the situation which we were faced with could have been just another example of this had it not been for your help and understanding. Your liability claims management team are decisive and a pleasure to work with. Keep up the good work. Your overall service is excellent and your prompt payment of claims is the best of any insurer I deal with in New Zealand. Thank you for your friendly and helpful service with our clients claims. This is a great result thank you for your efforts! This brochure does not attempt to provide full details of every aspect of cover, nor all exclusions or limitations which may apply. It is for information purposes only. For full details, please read our policy wordings, which are available from our local QBE office or agent, or your broker. Not all products are available in all markets.

CLAIMS SOURCES As a company director or officer you can be held personally liable for allegations made by a great number of people. Regulatory Authorities You could become the subject of investigations or prosecutions by bodies such as the Commerce Commission (e.g. for allegations of price fixing), Securities Commission (e.g. allegations of inaccurate accounts) or the Companies Office (e.g. for non-compliance with regulatory requirements, such as filing accounts). Shareholders With a court s permission, a shareholder can bring proceedings in the company s name against directors and officers personally. Furthermore, the court may order that the company pay some or all of the costs involved in this, thus making lawsuits even more likely. Allegation examples include: Mismanagement of assets or imprudent investments or loans Failure to arrange adequate insurance Negligent recommendations or incorrect public statements concerning acquisitions, mergers or capital restructuring Liquidators/Receivers A liquidator or receiver could sue you on behalf of the company for alleged breaches of duties owed to the company. Creditors You could become personally liable to creditors who claim that you knowingly continued to trade or distribute dividends whilst the company was insolvent. Employees Employees could instigate proceedings against you by alleging unfair dismissal, discrimination, sexual harassment, defamation or invasion of privacy. Claims in respect of mismanagement or unfair administering of superannuation funds are increasingly common. Competitors Disgruntled competitors could claim their business had been adversely affected by restrictive trade practices (e.g. price fixing, predatory pricing or market flooding) or perhaps by misrepresentation if an advertisement unfairly compared your product against their own. Customers Customers may bring actions alleging breaches of the Fair Trading Act, for example misrepresentations made in advertising material or deceptive trade practices. Members of the Public Claims could be brought by members of the public alleging misrepresentation in the prospectus to entice debenture holders or shareholders to invest in the company.

Whilst our full range of products can be viewed at our website, we detail below some we believe might be particularly relevant for you and your company. General Liability A cornerstone of your legal liability protection should be General Liability. QBE offers a broad and well-written combination of public and product liability insurance that can help to protect your business following third party property damage or personal injury. Statutory Liability with legislation enacted and modified every year it is easy to unintentionally find yourself in breach of the law. Whether health and safety, maritime, consumer, privacy or environmental, your Statutory Liability policy can pay for legal defence costs and most fines that may be awarded against you. Employers Liability ACC does not cover gradual process claims, nervous shock or fright, food poisoning or mental injury without physical injury. If an employee sues you for one of these injuries you may not have the benefit of insurance coverage, leaving your business exposed. Employers Liability can help plug this small but important gap in your commercial liability exposure. Professional Indemnity the term professional applies to a wider spectrum of people than ever before, all of whom can be sued for their mistakes. Professional Indemnity insurance can help cover the financial consequences of your errors, protecting your reputation and your livelihood. QBE New Zealand QBE is the leading business insurer in New Zealand and companies in the QBE group have been providing insurance here since 1890. Our products are managed by highly skilled and experienced professionals and distributed through selected intermediaries to both the corporate and commercial markets. We provide insurance solutions tailored to our clients needs, particularly in the corporate sector. QBE operates a network of branches around New Zealand, which means our clients, wherever they are, enjoy accessibility, highly responsive decision making and local service. Our full range of products can be viewed at our website. www.qbe.co.nz Branch Network We have offices throughout New Zealand: Auckland (09) 366 9920, Hamilton (07) 838 2504, Tauranga (07) 578 9002, Napier (06) 835 4565, Wellington (04) 472 5158, Christchurch (03) 366 4629, Dunedin (03) 477 8057, Invercargill (03) 214 5120 For further details contact your insurance advisor or phone 0800 101 123 QBE Insurance (International) Ltd. Incorporated in NSW Australia. A member of the QBE Insurance Group. DOLP1202