All cover · Directors & officers
delta-insurance vs Zurich — Directors & officers
D&O insurance protects individual directors and officers from personal liability for wrongful acts in their corporate capacity. The Side A / Side B / Side C structure decides who is named on which limit and what defence costs are advanced.
delta-insurance
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Not on file — request latest wording from delta-insurance via FCIB.
Zurich
Zurich Australian Insurance Limited (NZ branch)
Wording on file: Zurich Directors and Officers Liability
Effective: 2021-12-13
Tier D (blocked) FCIB panel
Side-by-side fact comparison
Each row is a fact-key from the Directors & officers wording. "Not on file" means either the wording doesn't address that fact, or Phase C structured-facts extraction hasn't been run yet on this insurer's wording.
| Fact | delta-insurance | Zurich |
|---|---|---|
| limit of indemnity options | Not on file | Not on file |
| side a b c structure | Not on file | Insurance Clause 1.1 (Side A): We will pay to or on behalf of an insured person the financial loss that arises from a claim made against such insured person, except to the extent that it is indemnifiable financial loss by the company. Insurance Clause 1.2 (Side B): We will pay to or on behalf of the company that portion of the financial loss that constitutes indemnifiable financial loss, and results from a claim made against an insured person. No Side C (entity securities claim coverage) is provided except that the company is an insured only with respect to Extensions 2.13 through 2.15. |
| investigation costs covered | Not on file | Extension 2.1: We will pay the investigation costs of an insured person resulting from an investigation. Investigation costs mean reasonable and necessary fees, costs, charges and expenses incurred, with our prior consent, by or on behalf of an insured person directly in connection with such insured person's required participation in an investigation, including preparation for any required interview or provision of information. |
| employment practices extension | Not on file | Employment practices claim means a claim based upon or alleging an employment practices wrongful act, which includes any actual or alleged act, error or omission with respect to any employment or prospective employment of any past, present, future or prospective employee or director or officer of the company, or a proceeding, investigation or charge brought by or before the Human Rights Commission (or similar body). Financial loss does not include any damages award as a result of an employment practices claim for which the company and an insured person are jointly liable to pay, except where the company is unable to pay such damages award due to financial impairment. |
| retroactive date handling | Not on file | The claim arises out of an occurrence which takes place after the continuity date stipulated in the policy schedule. Cover under Extension 2.18 (Continuous Cover) applies for claims arising from a prior known fact, provided the insured has maintained without interruption Directors' and Officers Liability insurance from the continuity date to the present date, cover is pursuant to the terms, conditions, and exclusions of the policy in force at the time the insured first became aware of the prior known fact. |
| run off availability | Not on file | Extension 2.17.1: automatic 90-day extended reporting period at no additional premium on non-renewal; or for the period specified in the schedule on written request within 30 days of expiry and payment of additional premium. Extension 2.17.2: on change in control, policyholder may request an ERP offer within 30 days. Extension 2.17.3: individual insured persons may request ERP if policyholder does not exercise its ERP right. Extension 2.17.4: unlimited ERP for directors or officers who retire solely due to age limit or limit on length of service during the period of insurance. |
| defence costs in or outside limit | Not on file | in_limit |
| insured vs insured exclusion | Not on file | Exclusion 5.2 applies only to US claims: any US claim brought by, or on behalf of, or at the instigation of the company or an outside entity is excluded, subject to carve-outs for: (5.2.1) claims brought by a liquidator, receiver, bankruptcy trustee or administrative receiver without solicitation or active participation of any director or officer; (5.2.2) derivative actions brought by non-directors/officers without solicitation or active participation of any director or officer; and (5.2.3) defence costs incurred by the insured person. |
| key exclusions | Not on file | [ "5.1 Bodily injury or property damage (with carve-outs for non-indemnifiable financial loss, Health and Safety extension, securities claims, mental/emotional distress in employment practices claims, environmental claims, and defence/investigation costs)", "5.2 Insured vs Insured (US claims only) brought by or on behalf of or at the instigation of the company or outside entity (with carve-outs for liquidator/receiver actions, derivative actions by non-directors, and defence costs)", "5.3 Conduct: any insured having gained in fact any profit or advantage to which they had no legal entitlement; or dishonest or fraudulent act or omission or intentional violation or breach of any law or regulation (only applies once finally established by court judgment or other final non-appealable adjudication; carve-out for defence costs in corporate manslaughter or workplace health and safety proceedings; no imputation between insured persons)", "5.4 Prior and Pending Claims or Notifications: facts alleged or same or related wrongful acts notified under prior policy or disclosed to any other insurer before commencement of period of insurance; investigation ordered by official body initiated prior to or pending on the continuity date; civil, criminal, administrative or regulatory proceedings initiated or commenced prior to or pending at the Prior or Pending Date specified in the schedule" ] |
| territory | Not on file | cover is provided in the jurisdiction in which such civil and administrative fines and penalties are imposed or levied; claims brought within the jurisdiction of or pursuant to the laws of the United States of America or its territories or possessions are addressed separately as US securities claims; otherwise territorial scope is not expressly limited in the wording. |
| jurisdiction | Not on file | this Policy is construed pursuant to the law applicable to this Policy as specified in the schedule; references include New Zealand (Law Reform Act 1936 (NZ)), Australia (Law Reform (Miscellaneous Provisions) Act 1946 (NSW), Civil Law (Wrongs) Act 2002 (ACT), Law Reform (Miscellaneous Provisions) Act 1956 (NT)), the United Kingdom (Financial Services and Markets Act 2000), and the United States (Securities Act of 1933, Foreign Corrupt Practices Act). |
| hswa handling | Not on file | Extension 2.11 Health and Safety: We will pay to or on behalf of an insured person: (2.11.1) financial loss, including investigation costs, arising directly from a claim made or investigation commenced against such insured person, by an official body in relation to any alleged breach of workplace health and safety laws; or (2.11.2) defence costs and/or investigation costs in relation to any corporate manslaughter proceeding. Cover is subject to a sub-limit of liability specified in the schedule. Exclusion 5.3.2 carve-out: the conduct exclusion shall not apply to defence costs incurred by an insured person in connection with a corporate manslaughter proceeding or workplace health and safety proceeding. |
| aggregation basis | Not on file | Sub-limits of liability are in the aggregate and within and form part of, and are not in addition to, the limit of liability. The excess limit of liability for Non-Executive Director Additional Protection is specified per non-executive director and in the aggregate for all non-executive directors combined. |
| claims made trigger | Not on file | coverage under this Policy is afforded solely for financial loss resulting directly from claims first made against the insured or pre-claim events or other Extensions of Cover first occurring during the period of insurance or the extended reporting period (if applicable) and notified to us as required by Section 6 of this Policy. |
| automatic extensions | Not on file | [ "2.1 Investigations – investigation costs of an insured person resulting from an investigation", "2.2 Assets and Liberty Protection Cover – civil or bail bond fees, prosecution costs and assets and liberty protection costs (subject to sub-limit; prior consent required)", "2.3 Non-Executive Director Additional Protection – excess limit of liability for non-executive directors' financial loss (subject to excess limit specified in schedule)", "2.4 Pre-Claim Event – pre-claim costs incurred by insured person (prior consent required; subject to sub-limit)", "2.5 Civil and Administrative Fines and Penalties – civil and administrative fines and penalties insurable under applicable law (subject to sub-limit; insurability must be determined by final adjudication or final regulatory enforcement)", "2.6 Extradition – extradition costs (subject to sub-limit)", "2.7 Insolvency Hearing – insolvency hearing costs (subject to sub-limit)", "2.8 Loss Mitigation – mitigation costs with prior consent (subject to sub-limit and conditions precedent)", "2.9 Personal Reputation Restoration – personal reputation restoration expenses (subject to sub-limit; prior consent required)", "2.10 Taxes and Social Security Contributions – unpaid corporate taxes and/or social security contributions for which insured person is personally liable by final legal adjudication (subject to sub-limit)", "2.11 Health and Safety – financial loss/investigation costs for workplace health and safety claims and defence/investigation costs for corporate manslaughter proceedings (subject to sub-limit)", "2.12 Environmental Claim – financial loss from environmental claim (subject to sub-limit and retention)", "2.13 Cyber Event – education/training costs and IT security consultant costs arising from a cyber event in connection with a covered claim (subject to sub-limit and retention for clause 1.2)", "2.14 Derivative Demand Investigation – derivative demand investigation costs (subject to sub-limit and retention for clause 1.2)", "2.15 Derivative Shareholder Claims Indemnity – costs ordered by court to be paid by company to shareholder claimants (subject to sub-limit and retention for clause 1.2)", "2.16 Emergency Costs – retroactive approval of defence, pre-claim, investigation, extradition or asset and liberty protection costs where prior consent could not reasonably be obtained (subject to sub-limit and retention)", "2.17.1 Extended Reporting Period (Non-Renewal) – automatic 90-day ERP at no additional premium; or longer period specified in schedule on request and payment of premium", "2.17.4 Retired Directors and Officers Protection – unlimited ERP for directors or officers who retire solely due to age limit or limit on length of service", "2.18 Continuous Cover – cover for claims arising from prior known facts where uninterrupted D&O insurance maintained from continuity date and matter not previously notified", "3.2 New Subsidiaries – automatic coverage extended to newly acquired or created subsidiaries (subject to size/type thresholds; automatic cover for 30 days if thresholds exceeded)" ] |
| fines insurable acts list | Not on file | [ "Law Reform Act 1936 (NZ)" ] |
| occurrence basis vs claims made | Not on file | claims_made |
| civil and administrative fines covered | Not on file | Extension 2.5: We will pay civil and administrative fines and penalties imposed on an insured person that arise from a covered claim made against such insured person, but only to the extent that such civil and administrative fines and penalties are insurable under both the law applicable to this Policy and the jurisdiction in which such civil and administrative fines and penalties are imposed or levied. The burden of proving the insurability of such civil and administrative fines and penalties remains with the insured person. Coverage applies only once such insurability is determined by final adjudication, or final regulatory enforcement or proceeding. Subject to sub-limit of liability specified in the schedule. |