Pollutants (forthe purpose of CoverEonly)
Any substance,solid,liquid,gaseous,biological,radiological or thermalirritant,toxic or hazardous substance,orcontaminant includingbut not limited to asbestosorasbestosproducts,mycota or by-products,leador leadcontaining products,smoke,vapours,dust, fibres,mould,spores,fungi,germs,soot,fumes,acids,alkalis, chemicals,airemissions,odour,wastewater,oil,oil products,medical waste,and waste materials. Waste materials include but arenot limited torecycled,reconditioned orreclaimed nuclearmaterials
Post-claimReputational Costs
Allreasonablefees,costsand expensesfor the professional adviceof a Crisis Communication Consultant incurred byanInsured Person to mitigate theadverse effect onthat Insured Person’sreputation from a covered Claim firstmade during the Period of Insurance or the Discovery Period,ifapplicable,for aWrongful Act,bydisseminating findings made in afinal judicial dispositionof that claim in the Insured Person’s favour
Prior/PendingLitigationDate
Thedate of firstinception of the policy with the Insurer
Related Claim
Anyand allClaimsand/orInvestigations and or SelfReport Investigations (whether made or commenced before,during orafter the Period of Insurance) arising out of,basedupon or attributable to the samesourceor cause
Reputational Crisis Costs
Allreasonablefees,costsand expensesfor the professional adviceof a Crisis Communication Consultant incurred byanInsured Person to mitigate theadverse effect onthat Insured Person’sreputation directly in connection with anycircumstance that could reasonably leadto acoveredClaim againstanInsuredPerson for aWrongful Act, and anyClaim or anyExtraditionProceedings brought against such Insured Person
Retaliation
Anyretaliatory treatment against anEmployeeof aCompany in respectof whistle-blowingor on account of suchEmployeesexercise or attempted exercise of their legally protected rights
Securities
Anyfinancial or investment instrumentissued by aCompany which denotes anownership interest and providesevidenceof adebt,aright to sharein the earnings of such company,or aright inthedistribution of aproperty.
SelfReport
Theactual report to any governmental,regulatoryorjudicialagency by any Insured Personor Companypursuant to anobligation to
inform such agency of matters giving rise to actual or potential regulatory issues,where failure to give such notification or delayin notifying,can itself give rise to enforcement consequences
SelfReport Investigation
Aninternal investigation byor on behalf of the Company or an Outside Entityinto the affairsof aCompany,anOutsideEntityoran Insured Person in their capacity assuch in response toadirect regulatory, judicial or governmental request following aSelfReport,if an Insured Person during the Period of Insurance or Discovery Period isfirst required to attend suchinvestigation or firstbecomes aware that they arethe subject of suchinvestigation
Aself report investigation shallbedeemed to befirstmadewhen the Insured Person isfirstsorequired or becomes aware.
Subsidiary
Anyentity or joint venture wheretheInsuredcontrolseither directly orindirectly through oneor more other entities on or before the inception dateofthisPolicyeither;the composition of the boardof directors or more thanhalf of shareholdervoting power or sharecapital
TheInsurer shallonly be liable for Loss in respect of aWrongful Act whilstsuchentity or joint venture isasubsidiary
Whistle-blowingLegislation
TheProtected Disclosures Act (2014)(or anyre-enactment thereof or the equivalent legislation in anyother jurisdiction)
Wrongful Act
(other than in respectof CoverE)
Anyactual or alleged misrepresentation,misstatement,misleading statement,error,omission,defamation,negligence,breach of warrantyof authority,breachof fiduciary duty,ManslaughterWrongfulAct EmploymentPractice Wrongful Act or anyother act,including a) withrespecttoshareholder derivative actionsonly,anyproposedact b) anyviolation of the Companies Act 2014 (or anyre-enactment thereof or the equivalent legislation in anyother jurisdiction)
bythe Insured Person acting in their capacity assuch or any matter claimed againstthe Insured Person solely because of such capacity
(Forthe purposes of CoverEthefollowing definition will apply):
Anyactual or alleged misstatement,misleading statement,error, omission,negligence,breachof trustor breachof duty bythe Company,but not including anyEmploymentPracticeWrongful Act
TheCoverand Extensionsareafforded solelywith respect to anyClaim firstmade during the Period of Insurance (or Discovery Period,if applicable) andnotified to the Insurerin accordance with the Claim Notification Condition and arealsosubject to the generalLimits, Conditions andExclusionsof thisSectionand the Policy
Coverageisprovided anywhere in the world,where legallypermitted, unless specified otherwise in the Schedule,subject toallthe termsand conditions of thisSection
A Directors & OfficersCover
TheInsurer shallpayto,oron behalfof,an Insured Person any Loss resulting from aClaim
B Company ReimbursementCover
TheInsurer shallpayto,oron behalfof,aCompany any Loss resulting from aClaim to the extent that suchCompany has indemnified or agreedto indemnify an Insured Person in respect of suchLoss
C Non-ExecutiveDirectorCover
TheInsurer shallpayto,oron behalfof,aNon-executive Director any Lossresulting from a Claim up to the Non-executive additionalamount of €250,000but only after exhaustion of:
i) theLimitof Indemnity
ii) allother collectible directors andofficers or management liability coverswhether written excess oftheLimitof Indemnity orotherwise and
iii) allother indemnification for such Lossavailable from any other source
TheNon-executive additional amount isanaggregate amount for eachNon-executive Director and isin additionto theLimitof Indemnity
D InvestigationCover
(prior to theidentification of aWrongful Act)
TheInsurer shallpayto or on behalf of an Insured Person (or a Companyto the extent that such Company hasindemnified an Insured Person) any Investigation Costsarisingout of the Insured Person’s preparation for or attendance at:
i) the hearing of anInvestigation prior to the identification of a Wrongful Act
or
ii) aSelfReportInvestigation
E Company EntityLiabilityCover
TheInsurer will payto or on behalf of the Company:
i) all Lossresulting from aClaim againstthe Company
ii) allInvestigation Costsin respectof anInvestigation under any Health andSafetylegislationj
iii) allInvestigation Costsin respectof Investigation for Corporate Manslaughter Wrongful Act
TheLimitof Indemnity shallbe:
i) asspecified under the Directors & OfficersLimitofIndemnity uptoamaximum of€500,000
ii) an aggregate limit of the Insurer's liability for the Period of Insurance and Discovery Period in respect of all Loss and Investigation Costscoveredbythe provisions of Cover E regardless of the number of Claims for indemnity under this Policy.
LimitofIndemnity
The Limit of Indemnity is the aggregate limit of the Insurer’s liability for the Period of Insurance and Discovery Period in respect of all Loss and Investigation Costs covered by the provisions of this Policy and payable for all insurance covers and extensions regardless of the number of claims for indemnity and/or the number of Insured Person’s who may claim and/or the number of Covers under which such claims may be made
TheNon-executive additional amount shall apply in the manner set out in theNon-ExecutiveCover C
TheEnvironmentalExtensionadditional amount is€100,000and isan aggregatelimit in addition to the LimitofIndemnity
TheLimitof Indemnity shallapply in excess of anyapplicable Excess(es)
1. Automatic New SubsidiaryCover
Ifanentity becomesaSubsidiaryduring the Period of Insurance,suchentity shallbe covered assuch witheffect from the dateon which it became aSubsidiaryunlesssuch entity has:
a) total assetsthatexceed 25%ofthetotalassetsofthe respective Insuredat the inception of the Period of Insurance and/or
b) anyof its Securitieslisted on anyexchange.
In such case,the respective Insured shallprovide the Insurer,with full information in respectof such entity and payan additional premium and agree anyamendment to the provisions requested bythe Insurer to obtain coverasa Subsidiaryfor suchlegalentity
TheInsurer shallonly be liable for Loss in respectof aWrongful Actor conduct whilstsuchlegalentity isaSubsidiary
2. Management buy-out
Followingamanagement buy-out of anySubsidiaryandupon written instructionfrom therespectiveInsuredprior to suchevent,this Policy shallcontinue to provide coverfor aWrongful Act committed by such Subsidiary after suchbuy-out for aperiod of 45 dayssubject to the Period of Insurance
3. Discovery Period
Inthe eventthat this Policyisneither renewed nor replaced with directorsandofficersormanagement liability coverinrespectiveofany Insured,thenthe Insuredshallhavethe right to aDiscovery Period of:
a) 90daysautomatically andatno additional premium; or
b) 12monthsat anadditional premium of 50%ofthefull annual premium applicable at the expiry date of the Policy,provided that theInsured givesthe Insurer written notice of the election of the Discovery Period and paysthe additional premium required to the Insurerwithin 30 days oftheexpiry date of the Period of Insurance
Thereshallbeno right to aDiscovery Period where the Insurer hasdeclined to renewthis Policydueto non-payment of premium
4. PastInsured Person
TheInsurer shallpayto or on behalf of aPastInsured Person:
a) anyLossarising from anyClaim firstmade againstsuchPast Insured Person following the expiry date of the Period of Insurance for a Wrongful Actcommitted before the date that they voluntarily relinquished suchposition or
b) anyInvestigation Costsin connection with anyInvestigation or SelfReportInvestigation firstmade againstsuchPastInsured Person following the expiry date of the Period of Insurance,
provided suchmatters arenotified to the Insurer assoon as practicable andprovided that this Policyisnot renewed or replaced with anyother policy affording directors and officers or management liability coverto suchPastInsured Person
5. Reputational Crisis Costs
If during the Period of Insurance the Insured or anInsured Person firstbecomes awareof:
a) aClaim for aWrongful Act
b) circumstances which arereasonably expected to give rise to a Claim for aWrongful Act
c) anyInvestigation in to the offering and trading of the Securitiesof anyCompany
then providedthat written notice isgiven of suchmatters in accordance with termsandconditions of thisPolicy,the Insurer will payReputational Crisis Costsan
dPost-claimReputational Crisis Costs
Itisacondition of the Insured Persons’ right to recover such amounts hereunderthat written notice mustbegiven to the Insurerwithin three working days afterthe appointment of the selected Crisis Communication Consultant Coverunder thisExtensionislimited to €10,000per circumstance or where more than one Insured Person isnamed in the Claimor circumstance,€10,000per Insured Person
However,in no event shallthe cover under this Extensionexceed €100,000in the aggregate during the Period of Insurance,such amount beingpart of the Limitof Indemnity
Crisis Communication Consultant panelcompanies (and not the Insurer) will during the Period of Insurance,upon receipt of a written request from the Insured,offer atnoadditional charge:
i) one private crisiscommunication briefingsessionfor the benefit of directors,executive officers and invited employees oftheCompany
ii) awritten manual covering core crisis communication issues
The servicesof aCrisis Communication Consultant referred to in thisExtensionareprovided to an Insured Person by the Crisis Communication Consultant directly,asitsclient,withoutthe supervision of the Insurer Accordingly the Insurer cannot and doesnot make anywarranties, guaranties or representationswith respectto any such servicesor anyfailure to provide the same; andthe Insurer shall haveno liability for acts, errorsor omissions ofany CrisisCommunication Consultant or otherwise for damagesfrom the useof,or inability to useanysuch services.
6. EnvironmentalExtension
TheInsurer shall pay,intheaggregate,in additionto theLimitof Indemnity,Defence Costsincurred by any Insured Person for an EnvironmentalViolation,upto theEnvironmentalExtension additionalamount of €100,000
7. Circumstance InvestigationCosts
TheInsurer shallpaythe Investigation Costsincurred bythe InsuredPerson in the investigation of anycircumstance notified to the Insurer in accordance with ClaimsCondition 1 Circumstances,including determining the Insured Person’s legal position andthe stepsthat might be appropriate to avertor minimise the riskof aClaim
Cover under thisExtensionissub-limitedto €100,000inthe aggregate during the Period of Insurance,suchamount being partof the LimitofIndemnity.
8. Insolvency Hearing Costs
TheInsurer shallpaythe insolvency hearing costsof eachInsured Person
Cover under thisExtensionissub-limitedto€25,000inthe aggregate during the Period of Insurance,suchamount being partof theLimit of Indemnity.
TheInsurer shall pay:
9. Assetsand Liberty Costs
a) the reasonablefees,costsand expenses incurred by any Insured Person with respect to anyAssetandLiberty Proceeding and
b) Personal Expensesin the event of aConfiscation Order
Cover under thisExtensionissub-limitedto€25,000inthe aggregate during the Period of Insurance,suchamount being partof theLimit of Indemnity
10 CourtAttendance Costs
The Insurer shall pay adaily rate of €330 for each dayon which attendance isrequired in court byanInsured in connection with anycovered Claim
Cover under thisExtensionissub-limitedto€50,000inthe aggregate during the Period of Insurance,suchamount being partof theLimitof Indemnity
1. Circumstances
If during the Period of Insurance an Insured Person firstbecomes aware of circumstances which arereasonablyexpected to give rise to a Claim,thenthe Policyholder, any Insured or any Insured Person may givenotice thereof to the Insurer in accordance with Claim Notification Condition below and at the addressidentified in Howto Make aClaim
Inorder for suchnotice to beeffective,thenotificationofthe circumstancesmustbemade in writing,givenduring the Period of Insurance and include at leastthe following:
a) astatement that itisintendedto serve asnoticeof circumstancesof which an Insured Person hasbecome aware which arereasonably expected to give rise to aClaim
b) thereasonsfor expecting suchClaim (including full particulars asto the nature and date of the possibleWrongful Act)
c) the identity of anypotential claimant
d) theidentityofany Insured Person involved in such circumstances and
e) the dateon,andmanner in which,the Insured Person first became awareof suchcircumstances
If during the Period of Insurance circumstances arenotified in accordance with the requirements of this Condition,thenany later Claim arising out of,basedupon or attributable to such notified circumstances shallbeaccepted bythe Insurer ashaving been made at the same time asthe circumstances were first notified totheInsurer.
Thereshallbeno coverwith respectto any suchClaim or RelatedClaim where the circumstances havenot been notified in accordance with this Condition
2. ClaimNotification
ThePolicyholder, any Insuredor any Insured Person shall give written noticeto the Insurer of anyClaim firstmade againstanInsured Person or anyInvestigation or SelfReportInvestigation firstmadeduring the Period of Insurance (or Discovery Period,ifapplicable) assoon as reasonably practicable during the Period of Insurance (or DiscoveryPeriod,ifapplicable). Inthe event that ithas notbeen practicable for the Policyholder, Insuredor the Insured Person to give
or ii) to receivesuchbalanceto beheld on behalf of any Company who hasincurred such Lossor Investigation Costs.
In the event that no such agreement can be reached, the Insurer shall make payments as they fall due without regard to this Condition
Inthe eventthat the Companybecomesinsolvent,thisCondition shallnot relievethe Insurer of the obligation to seekto agree to prioritisepayment of Loss or Investigation Costs
Subjectto theLimitof Indemnity,payment pursuantto this Priorityof Paymentof ClaimsCondition shallfully discharge the Insurer from itsobligations under this Policy
Directors &Officers Conditions
1. Severability
Forthe purposes of determining the availability of coverage under thisPolicy(including the application of anyExclusion),nofact pertainingto,knowledge possessed by,orconduct of oneInsured Person shall be imputed to anyother Insured Person and nofact pertainingto,knowledge possessed by,orconduct of oneInsured shall be imputed to anyother Insured
2. Non-Avoidance
TheInsurer shallnot avoid this Policyor any severablepart of the Policyor exercise anyother legal remedy on the grounds of misrepresentation or non-disclosure,save inthecaseof fraudulent misrepresentation orfraudulent non-disclosure
Ifthere has beenfraudulent misrepresentation or fraudulent non- disclosure,then the Insurer shallbe entitled to avoid this Policy abinitio with respect to:
a) anInsuredPerson who hasfraudulently misrepresented or fraudulently non-disclosed material information prior to the conclusion of this contract or
b) coverfor the Company under Cover B,Cover D and Cover E where the fraudulent misrepresentation orfraudulent non- disclosure wasmade bythe chief executive officer and/or the chief financialofficer and/orthe chief operating officer and/or the chief riskofficer of that Company
How to Makea Claim
Inaccordance with the ClaimsConditions,allclaims notifications mustbemade in writing to:
Financial Lines Claims
Allianz p.l.c.
Allianz House
Elmpark
Merrion Road
Dublin 4
Ifposted,the date of posting shallconstitute the date that notice was given,and proof of posting shallbe sufficient proof of notice
How to Makea Complaint
Complaints
We aim to deliver the very highest standards of customer care. If you have any enquiry or complaint, please contact, with your policy/quote number and details: Head of Customer Focus, Allianz plc, Allianz House, Elmpark, Merrion Road, Dublin 4, Tel: +353 1 6133000, email: info@allianz.ie.
If your complaint is not resolved to your satisfaction and you remain dissatisfied with our final response to your complaint you can refer your complaint to:
(1)
The Financial Services Ombudsman Bureau, 3rd Floor, Lincoln House, Lincoln Place, Dublin 2, Tel: 1890 882090, Tel: +353 1 6620899, Fax: +353 1 6620890, email: enquiries@financialombudsman.ie, website: www.financialombudsman.ie.
The Financial Services Ombudsman will examine complaints from all customers, except limited companies with a turnover of €3 million and above.
and/or
(2)
Insurance Information Services - Insurance Ireland, First Floor, 5 Harbourmaster Place, IFSC, Dublin 1,
Tel: +353 1 6761820, Fax: +353 1 6761943, email: info@insuranceireland.eu website:www.insuranceireland.eu
If you are a resident of Northern Ireland, you may also refer your complaint to the Financial Ombudsman Service. You must do this within six months of the date of our decision. The contact details are: The Financial Ombudsman Service, Exchange Tower, London E14 9SR, Telephone 0800 023 4567, Fax 020 7964 1001 Email: complaint.info@financial-ombudsman.org.ukWebsite: www.financial-ombudsman.org.uk
Compensation
Please note that in the event of Allianz being unable to pay a claim, you may be entitled to compensation from the Insurance Compensation Fund in Ireland.
Call Recording
Please note that Allianz may record and monitor telephone calls for regulatory, training and quality