D&O Side A / Side B / Side C Structure

Investigation means any formal civil, criminal, administrative or regulatory investigation into the conduct of an Insured Person in their capacity as an Insured Person of the Named Insured, which is commenced by the filing or issuance of a notice of charges, subpoena or formal investigative order. Defence Costs that relate to a Claim or Investigation are included within the definition of Loss.

The Underwriters will indemnify the Insured in relation to any complaint or investigation against the Insured by a professional or statutory body which has jurisdiction to investigate and adjudicate in such a situation, provided that any such investigation or complaint has been notified to the Underwriters during the Policy Period, for: a. all orders or determinations of compensation against the Insured; and b. any Defence Costs incurred by or on behalf of the Insured. This coverage is subject to a Sublimit of Liability as specified in Item 5 of the Schedule. In addition to the applicable Sublimit of Liability, Defence Costs are payable under this Automatic Extension 2.7 in an amount up to $100,000 NZD.

Part 2 Defence Costs means all reasonable legal costs and expenses incurred by or on behalf of the Insured with the prior written agreement of the Underwriters (not to be unreasonably withheld), in the investigation, defence, adjustment, settlement or appeal of any Claim. Part 3 Defence Costs means reasonable fees, costs and expenses incurred by or on behalf of the Insured, with Underwriters' prior written consent, in the investigation, defence, adjustment, settlement or appeal of any Claim for Loss.

We will cover the insured for defence costs reasonably and necessarily incurred with our prior written consent in relation to disciplinary proceedings first instituted against the insured and notified to us during the period of insurance or within 30 days of its expiry (extension 3.6).

You are insured for defence costs necessarily and reasonably incurred by you in connection with an official investigation involving you, provided the investigation arises out of an event, or potential event in New Zealand in connection with the business, or an act or omission in New Zealand in connection with the business that may result in you being liable to pay statutory damages, and you first knew, or ought to have known, of the prosecution or proceeding during the period of insurance.

Automatic Extension 6 (Costs of representation at registration board proceedings): If any complaint (which may form the basis of a Valid Claim) is lodged against the Insured with a statutory registration board or similar regulatory authority, QBE shall pay Costs and Expenses incurred in respect of the investigation and defence of the Insured at such proceedings. Maximum NZD500,000 any one Claim and in the aggregate, subject to Excess of NZD1,000.

Defence Costs include 'Investigation', defined as any official inquiry, investigation, public examination or commission into the affairs of the Business: (i) instigated by a person or government authority legally empowered to conduct such investigation; (ii) which an Insured is legally compelled to attend; (iii) which alleges an Event by that Insured; and (iv) that is not of a general nature which affects the industry of the Business as a whole.

Automatic Extension 13 (Official Investigations and Inquiries): QBE will pay Defence Costs arising out of any legally compellable attendance by an Insured Person, or Defence Costs arising out of costs awarded against the Insured Person challenging or bringing court proceedings to set aside any official investigation, examination or inquiry in relation to the affairs of the Association where such official investigation, examination or inquiry may lead to a Valid Claim. Maximum aggregate NZD 250,000, part of and not in addition to the Defence Costs Limit of Indemnity.

We will pay your civil defence legal costs in relation to any inquiry involving you. Civil defence legal costs mean the legal costs and expenses, including witness costs and expenses, necessarily and reasonably incurred in relation to: a formal inquiry by a regulatory body, which could lead to a prosecution for an offence; proceedings before a Human Rights or Privacy Complaints Review Tribunal.

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.

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.

Insuring Clause 1.1 (Cover for You) provides Side A cover for insured persons where the company is not permitted or required to indemnify. Insuring Clause 1.2(b) (D&O / Company Reimbursement) provides Side B cover where the company is permitted or required to indemnify. Insuring Clause 1.2(c) (Entity) provides Side C entity cover for claims made against the company for a wrongful act.

Under Insuring Clause 1.2 (a) Crime and subject to Clause 4.9 Notification of Direct Financial Loss, we will pay the reasonable and necessary fees, costs and expenses of a fraud investigator nominated by the company and approved in writing by us to establish the amount of any direct financial loss notified to us and covered by the policy, in excess of the deductible applicable for Insuring Clause 1.2 (a) Crime. The sub-limit for this Automatic Coverage Clause is specified in the schedule and is in addition to the sub-limit applicable for Insuring Clause 1.2 (a) Crime displayed in the schedule.

We agree to pay defence costs incurred with our prior written consent for any attendance by an insured person for examination at any official investigation, examination or inquiry in relation to the affairs of the association or any other examination of the insured person by virtue of his/her position as a director of the association where such investigation, examination or inquiry may lead to a recommendation in respect of civil liability or civil proceedings which would be a claim covered under this policy.

Defence costs are covered for any actual or threatened legal action against any of the persons insured, paid in addition to the applicable limit of indemnity under the broadform liability section. Under employers liability, we will advance defence costs to you as and when they are incurred before the final disposition of the claim.

pay all defence costs and investigations or negotiations incurred by the Company or by the Insured with the prior written consent of the Company provided that the Limit of Indemnity under the Policy or any Sub-Limit has not previously been exhausted.