Masterprotect. Masterprotect Directors and Officers Liability and Entity Securities Liability insurance policy

Transcription

1 Masterprotect Masterprotect Directors and Officers Liability and Entity Securities Liability insurance policy registered number registered in England & Wales with registered office at 100 Leadenhall Street, London EC3A 3BP. Authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. Full details can be found online at

2 Contents Page Section 1. Insuring Clauses 3 1. Insuring Clause 1: Directors and Officers Liability 3 2. Insuring Clause 2: Organisation Indemnification 3 3. Insuring Clause 3: Organisation Securities Claim Cover 3 4. Insuring Clause 4: Non-indemnifiable Investigation Costs 3 5. Insuring Clause 5: Indemnifiable Investigation Costs 3 6. Insuring Clause 6: Derivative Claim Costs Liability 3 7. Insuring Clause 7: Derivative Demand Evaluation Costs 3 8. Insuring Clause 8: Subpoenas 3 Section 2. Special Policy Features Additional Limit for Non-executive Directors Challenge, Extradition Crisis, Media and Relative Costs Reporting to Regulators Emergency Costs Severability of Application and Non-avoidance Extended Reporting Period Outside Directorship Liability Extension Organisation Failing to Indemnify Multinational Capability Spouses, Partners and Estates Subsidiaries 6 Section 3. Exclusions Exclusions to All Insuring Clauses Exclusions to Insuring Clause 3 Only 7 Section 4. Changes In Exposure Acquisition or Creation of Another Organisation Acquisition of the Policyholder Public Offerings of Securities 9 Section 5. Payment Of Loss Limits of Liability Deductible Causal Connection Allocation of Loss Order of Payments Other Insurance 10 Section 6. General Terms Reporting Notice Defence and Settlement Territory Valuation and Foreign Currency 13 CSI/UK/EPD/D&O/MASTERPROTECT_v8/10/POL Page 1 of 23

3 6.6. Subrogation Authorisation Clause Alteration and Assignment Rights of Action Termination Choice of Law and Forum 14 Section 7. Definitions 15 Complaints Procedure 22 CSI/UK/EPD/D&O/MASTERPROTECT_v8/10/POL Page 2 of 23

4 (herein called "the Company") In consideration of payment of the premium and subject to the terms of this Policy, the Company and the Policyholder agree as follows: Section 1. Insuring Clauses 1. Insuring Clause 1: Directors and Officers Liability The Company shall pay, on behalf of each Insured Person, Loss to the extent that he or she is not Indemnifiable for that Loss. 7. Insuring Clause 7: Derivative Demand Evaluation Costs The Company shall pay, on behalf of each Organisation, Securityholder Derivative Demand Evaluation Costs. 8. Insuring Clause 8: Subpoenas The Company shall pay, on behalf of each Insured Person, Subpoena Costs. 2. Insuring Clause 2: Organisation Indemnification The Company shall pay, on behalf of each Organisation, Loss to the extent that its Insured Persons are Indemnifiable for that Loss. 3. Insuring Clause 3: Organisation Securities Claim Cover Provided that this Insuring Clause is stated in Item 10 of the Declarations to be operative, the Company shall pay, on behalf of each Organisation, Securities-related Loss of that Organisation. 4. Insuring Clause 4: Non-indemnifiable Investigation Costs The Company shall pay, on behalf of each Insured Person, Investigation Costs to the extent that he or she is not Indemnifiable for those Investigation Costs. 5. Insuring Clause 5: Indemnifiable Investigation Costs The Company shall pay, on behalf of each Organisation, Investigation Costs to the extent that its Insured Persons are Indemnifiable for those Investigation Costs. 6. Insuring Clause 6: Derivative Claim Costs Liability The Company shall pay, on behalf of each Organisation, Securityholder Costs Liability. CSI/UK/EPD/D&O/MASTERPROTECT_v8/10/POL Page 3 of 23

5 Section 2. Special Policy Features 2.1. Additional Limit for Non-executive Directors Notwithstanding the provisions of the first paragraph of Section 5.1 below, the Company shall, upon exhaustion of the Policy Period Limit, have a further liability for Loss of Non-executive Directors provided that: (a) that further liability shall only be for Loss for which a Non-executive Director is not Indemnifiable; (b) the Company shall not have that further liability until all valid and collectible insurance written specifically excess of this Policy has been exhausted by payment under such insurance; and (c) the maximum amount of that further liability on account of all Claims first made during the Policy Period, whether involving one or any number of Non-executive Directors, shall not exceed the Non-executive Additional Limit of Liability for each Policy Period stated in Item 3 of the Declarations Challenge, Extradition Crisis, Media and Relative Costs As shown in the definition of Loss in Section 7 below, Loss includes, for the purposes of Insuring Clauses 1 and 2, Challenge Costs, Extradition Crisis Costs, Media Costs and Relative Costs Reporting to Regulators For the avoidance of doubt, an Insured reporting to a governmental, regulatory, law enforcement, professional or statutory body (including, but not limited to, a health and safety authority) conduct which might give rise to a Claim shall not constitute an admission of liability with regard to such Claim Emergency Costs Notwithstanding the provisions of Section 6.3 below, if, because of an emergency, the Company s prior written consent to incurring Defence Costs, Investigation Costs or Other Insured Costs on account of a Claim cannot be requested, Defence Costs, Investigation Costs or Other Insured Costs can be incurred without that consent for work performed during the period of 30 days immediately following the date on which the Claim was first made Severability of Application and Non-avoidance With respect to statements and information in the Application, no knowledge of one Insured Person shall be imputed to any other Insured Person. The Insureds acknowledge and agree that, in issuing this Policy to the Policyholder, the Company has relied upon the material statements and information in the Application. The Company shall not avoid or rescind this Policy, or exercise any other remedy not provided for by this Policy, for any misrepresentation or for any non-disclosure (whether such misrepresentation or non-disclosure is innocent, negligent, fraudulent or otherwise). However: (a) in the event of fraudulent misrepresentation or fraudulent non-disclosure which would otherwise entitle the Company to avoid or rescind this Policy as against one or more Insureds, no Insured Person who, at the time the contract evidenced by this Policy was entered into: knew the true position with regard to the facts or matters misrepresented to the Company or knew any of the nondisclosed facts; and knew that the Policyholder was applying for this Policy, and no Organisation by which that Insured Person is Indemnifiable, shall have cover under this Policy for any Loss of that Insured Person on account of a Claim based upon, arising from or in consequence of the true position or any of the non-disclosed facts; (b) in the event of any fraudulent or dishonest conduct by an Insured which was not disclosed to the Company before the contract evidenced by this Policy was entered into, but which, had that Insured known that a proposal for this Policy was being made, should have been so disclosed, and provided that an effect of that conduct is that a statement or information in the Application is untrue or inaccurate, there shall be no cover under this Policy for any Loss of that Insured on account of a Claim based upon, arising from or in consequence of such fraudulent or dishonest conduct; and (c) in the event of fraudulent misrepresentation or fraudulent non-disclosure which would otherwise entitle the Company to avoid or rescind this Policy as against one or more Insureds and provided that, at the time CSI/UK/EPD/D&O/MASTERPROTECT_v8/10/POL Page 4 of 23

6 when the contract evidenced by this Policy was entered into, a person who was or had been Chairman, Chief Executive, Managing Director, Finance Director, or holder of a position equivalent to any of the foregoing, of the Policyholder knew the true position with regard to the facts or matters misrepresented to the Company or knew any of the non-disclosed facts, there shall be no cover for any Organisation under Insuring Clause 3, 6 or 7 for any Loss on account of a Claim based upon, arising from or in consequence of the true position or any of the non-disclosed facts Extended Reporting Period (a) Should the Company, other than for nonpayment of premium, or the Policyholder refuse to renew this Policy: the Policyholder and the Insured Persons may elect to obtain the extended reporting period stated in Item 7(A) of the Declarations provided that written notice of such election and payment of the additional premium are received by the Company within 60 days following the expiry of the Policy Period and provided that neither of the circumstances described in Section 4.2(a) or 4.2(b) below has arisen; this extended reporting period shall commence from the expiry date of the Policy Period and shall apply only to Wrongful Acts prior to, and (as concerns Investigations) conduct prior to, that date; the Retired Insured Persons shall obtain the extended reporting period stated in Item 7(B) of the Declarations; this extended reporting period shall commence from the expiry date of the Policy Period and shall, for each Retired Insured Person, apply only to Wrongful Acts prior to, and (as concerns Investigations) conduct prior to, the date on which that Retired Insured Person became a Retired Insured Person; and (iii) if no election is made under Section 2.6(a) above, the Policyholder and the Insured Persons shall obtain an extended reporting period of 60 days provided that neither of the circumstances described in Section 4.2(a) or 4.2(b) below has arisen; this extended reporting period shall commence from the expiry date of the Policy Period and shall apply only to Wrongful Acts prior to, and (as concerns Investigations) conduct prior to, that date. If, during an extended reporting period obtained under Section 2.6(a) above, any Organisation takes out any other insurance policy which affords directors and officers liability cover (whether or not equivalent to this Policy in cover), that extended reporting period shall then come to an end unless, within 60 days following expiry of the Policy Period, the extended reporting period obtainable under Section 2.6(a) above is obtained. (b) If, during the Policy Period, either of the circumstances described in Section 4.2(a) or 4.2(b) below arises, the Policyholder and the Insured Persons may elect to obtain the extended reporting period stated in Item 7(C) of the Declarations, provided that written notice of such election and payment of the additional premium are received by the Company within 60 days following that 4.2(a) or 4.2(b) circumstance arising; this extended reporting period shall commence from the date at which that 4.2(a) or 4.2(b) circumstance arises and shall apply only to Wrongful Acts prior to, and (as concerns Investigations) conduct prior to, that date. (c) A Claim first made during an obtained extended reporting period shall be deemed to have been first made during the Policy Period Outside Directorship Liability Extension Subject to the other terms of this Policy, cover under Insuring Clauses 1, 2, 4, 5 and 8 is extended to cover Loss arising out of an Outside Directorship provided however that: (a) the Company s liability for each and every Claim shall apply only to that part of the Loss which is excess of: all other valid and collectible insurance payable; the amount of the Loss for which the Insured Person serving in such Outside Directorship is indemnified by the Outside Entity; and (iii) the applicable Deductible stated in Item 5 of the Declarations; (b) if the Insured Person is Indemnifiable by his or her Organisation for the Loss and that Organisation does not pay on his or her behalf, or reimburse him or her for, that Loss, then the Company will, subject to Sections 2.7(a) and 2.7(a) above, pay that Loss on behalf of the Insured Person without CSI/UK/EPD/D&O/MASTERPROTECT_v8/10/POL Page 5 of 23

7 applying such Deductible in Item 5 of the Declarations as is otherwise applicable; within 60 days of such payment, the Policyholder shall reimburse the Company for that deductible; (c) in the event of Loss being sustained which is covered by this Policy pursuant to this Section 2.7 and by any directors and officers liability policy, charity or not for profit liability policy, or any other policy affording similar cover, issued by or any other subsidiary, affiliate or associate of The Chubb Corporation, payment under such other policy in respect of that Loss shall reduce, by the amount of that payment, the Company s liability under this Policy with respect to that Loss; (d) such cover is not extended to Loss arising out of an Outside Directorship on account of any USA Claim by or on behalf of the Outside Entity in which that Outside Directorship is or was held or any director, officer, trustee, governor, or equivalent in any jurisdiction, of that Outside Entity except: an Employment Claim; a derivative claim, derivative proceeding or derivative action on behalf of an Outside Entity by a securityholder of that Outside Entity in their capacity as such; (iii) a Claim by or on behalf of an Outside Entity due to its insolvency; (iv) a Claim against an Insured Person who is no longer acting in an Insured Capacity when that Claim is first made; (v) a Claim for contribution or indemnity by one or more of an Outside Entity s directors, officers, trustees, governors, or equivalents in any jurisdiction, and which results directly from a claim first made during the Policy Period against such director etc.; and (vi) Defence Costs; and (e) such cover is not extended to Loss arising out of an Outside Directorship on account of any Claim which is for a Wrongful Act at a time when such Insured Person is not serving in the Outside Directorship or on account of any Investigation which is an inquiry into conduct at a time when such Insured Person is not serving in the Outside Directorship Organisation Failing to Indemnify If an Insured Person is Indemnifiable by his or her Organisation for a covered Loss and that Organisation does not pay on his or her behalf, or reimburse him or her for, that covered Loss, then the Company will pay that covered Loss on behalf of the Insured Person without applying such Deductible in Item 5 of the Declarations as is otherwise applicable. Within 60 days of such payment, the Policyholder shall reimburse the Company for that deductible. This Section 2.8 does not apply to Loss arising out of an Outside Directorship Multinational Capability Should the Policyholder wish to have directors and officers liability policies issued to any of its foreign Subsidiaries in their own jurisdictions, the Company may, for additional premium, agree to issue such foreign policies. Details of the jurisdictions for which this is possible can be requested from the Company Spouses, Partners and Estates Solely for the Wrongful Act of a natural person described in the definition of Insured Person, the definition of Insured Person is extended to include such natural person s: (a) lawful spouse, civil partner (as defined in the Civil Partnership Act 2004) or domestic partner, if named as co-defendant solely because of his or her spousal relationship or relationship as civil partner or domestic partner; and (b) estate, heirs, legal representatives or assigns, if such natural person is deceased or declared incompetent, insolvent, or bankrupt Subsidiaries Should an organisation cease to be a Subsidiary before or during the Policy Period, there shall nonetheless be cover under this Policy with respect to such Subsidiary and its Insured Persons. With respect to each Subsidiary and its Insured Persons, cover under this Policy shall apply only for Wrongful Acts, and (as concerns Investigations) conduct, at a time when the Subsidiary is a Subsidiary. The Company may agree to provide cover for prior Wrongful Acts and prior conduct, following the receipt of any information the Company may require. CSI/UK/EPD/D&O/MASTERPROTECT_v8/10/POL Page 6 of 23

8 Section 3. Exclusions (g) which is a USA Claim by or on behalf of any Organisation except: 3.1. Exclusions to All Insuring Clauses The Company shall not be liable for Loss on account of any Claim: a Securityholder Derivative Claim; a Claim by or on behalf of an Organisation due to its insolvency; (a) based upon, arising from or in consequence of any fact or Wrongful Act forming part of circumstances or of a Claim of which written notice has been accepted under any policy which this Policy renews, replaces or follows in whole or in part; (b) based upon, arising from or in consequence of any claim form, writ, demand, suit or other proceeding pending, or order, decree or judgment entered, for or against any Insured or Outside Entity on or prior to the Pending or Prior Date stated in Item 8 of the Declarations or a fact, circumstance or situation the same as or substantially the same as any of those underlying or alleged in such claim form, writ, demand, suit, other proceeding, order, decree or judgment; (c) seeking remedy for Personal Injury or Property Damage (this exclusion shall not apply to Defence Costs on account of a criminal proceeding for manslaughter or any other offence); (d) seeking remedy for breach of any law, duty or trust by an Insured Person in his or her capacity as trustee, fiduciary or administrator of any superannuation, pension, profit sharing, health and welfare or other employee benefit scheme, programme, plan or trust established or maintained to provide benefits to employees or directors; (e) based upon, arising from or in consequence of any deliberate fraudulent act or omission or any intentional breach of law by such Insured Person, if there is a finding (but not one applied for by the Company) of such fraud or breach in a final non-appealable judgment or adjudication or if such Insured Person makes an Admission of such fraud or breach; (f) based upon, arising from or in consequence of such Insured Person having gained any personal profit, remuneration or advantage to which such Insured Person was not legally entitled, if there is a finding (but not one applied for by the Company) of such gain in a final non-appealable judgment or adjudication or if such Insured Person makes an Admission of such gain; (iii) a Claim against an Insured Person who is no longer acting in an Insured Capacity when that Claim is first made; and (iv) Defence Costs Exclusions to Insuring Clause 3 Only The Company shall not be liable under Insuring Clause 3 for Loss on account of any Claim: (a) based upon, arising from or in consequence of any deliberate fraudulent act or omission or any intentional breach of law by an Organisation or any person who has been, now is or shall become Chairman, Chief Executive, Managing Director, Finance Director, General Counsel, or holder of a position equivalent to any of the foregoing, of an Organisation, if there is a finding (but not one applied for by the Company) of such fraud or breach in a final non-appealable judgment or adjudication or if an Organisation or such person makes an Admission of such fraud or breach; (b) based upon, arising from or in consequence of an Organisation or any person who has been, now is or shall become Chairman, Chief Executive, Managing Director, Finance Director, General Counsel, or holder of a position equivalent to any of the foregoing, of an Organisation having gained any profit, remuneration or advantage to which such Organisation or person was not legally entitled, if there is a finding (but not one applied for by the Company) of such gain in a final non-appealable judgment or adjudication or if an Organisation or such person makes an Admission of such gain; (c) seeking remedy for breach of, or alleging liability under, any contract relating to the purchase or sale of, or relating to an offer to purchase or sell, any securities, except for such amount of Loss as the Organisation would be legally liable to pay in the absence of such contract. CSI/UK/EPD/D&O/MASTERPROTECT_v8/10/POL Page 7 of 23

9 3.3. Severability of Exclusions For purposes of determining whether an exclusion in Section 3.1 above applies, no conduct of any Insured Person shall be imputed to any other Insured Person. CSI/UK/EPD/D&O/MASTERPROTECT_v8/10/POL Page 8 of 23

10 Section 4. Changes In Exposure 4.1. Acquisition or Creation of Another Organisation If, during the Policy Period, an Organisation: (a) acquires securities or voting rights in another organisation which as a result of such acquisition becomes a Subsidiary; (b) creates an organisation which as a result of such creation becomes a Subsidiary; or (c) acquires any organisation by merger into or consolidation with that Organisation, then that organisation and its Insured Persons shall automatically become Insureds under this Policy with effect from the date of such acquisition or creation but only with respect to Wrongful Acts after, and (as concerns Investigations) conduct after, such acquisition or creation. The Company may agree to provide cover for prior Wrongful Acts and prior conduct, following the receipt of any information the Company may require. However, in the event of an acquisition described in (a) or (c) immediately above, if such organisation: has gross consolidated assets that increase the total consolidated assets of all the Organisations together by more than 25% as recorded in the latest annual audited report and consolidated accounts of the Policyholder; or 4.2. Acquisition of the Policyholder If, during the Policy Period: (a) the Policyholder merges into or consolidates with another organisation (other than in accordance with Section 4.1(c) above); or (b) a person or persons acting in concert (other than a liquidator, receiver, administrative receiver, administrator, supervisor or other insolvency office-holder) acquires or secures ownership or voting control of more than 50% of the outstanding securities representing the present right to vote for the election of the members of the board of directors of the Policyholder, cover for the Organisations and their Insured Persons shall continue until the end of the Policy Period, but only for Wrongful Acts prior to, and (as concerns Investigations) conduct prior to, such merger, consolidation or acquisition Public Offerings of Securities If, during the Policy Period, an Organisation makes, in whole or in part in the USA, a public offering of its debt securities in a greater amount than that stated in Item 9 of the Declarations or makes a public offering of its equity securities, the Policyholder shall provide the Company with the prospectus or offering document as soon as they are available together with any additional information the Company may require. The Company shall have the right to amend the terms of this Policy including charging an additional premium. has any of its debt securities or equity securities listed on any exchange in the USA, then: - for that organisation and its Insured Persons to become Insureds under this Policy, the Policyholder must give written notice of that acquisition, and such information as the Company may require, to the Company within 90 days following that acquisition, whereupon they shall become Insureds with effect from the date of that acquisition (but only with respect to Wrongful Acts after, and (as concerns Investigations) conduct after, that acquisition); and - the Company shall have the right to amend the terms of this Policy, including charging an additional premium and including terminating cover for that organisation and its Insured Persons, but only with effect from 90 days after that acquisition. CSI/UK/EPD/D&O/MASTERPROTECT_v8/10/POL Page 9 of 23

11 Section 5. Payment of Loss 5.1. Limits of Liability The Company s maximum liability for all Loss, whether covered under one or more of the Insuring Clauses and/or otherwise, on account of all Claims first made during the Policy Period, whether involving one or any number of Insureds, shall not exceed the Policy Period Limit. Notwithstanding the above, the Company s maximum liability for Loss in respect of which a sublimit is specified for each Claim and/or for each Policy Period in Item 4 of the Declarations or in any endorsement shall be that specified sublimit. Sublimits are part of and not in addition to the maximum liability of the Company referred to in the first paragraph of this Section 5.1. Defence Costs, Investigation Costs and Other Insured Costs are part of and not in addition to the Policy Period Limit. The payment by the Company of Defence Costs, Investigation Costs or Other Insured Costs erodes the Policy Period Limit. Amounts stated for the Policy Period Limit, sublimits and other limits are maximum liabilities of the Company for all Insureds together, not maximum liabilities per Insured Deductible The Company s liability for each and every Claim shall apply only to Loss which is allocated to covered Loss and only to that part of Loss so allocated which is in excess of the applicable Deductible stated in Item 5 of the Declarations, which shall be borne by the Insureds uninsured and at their own risk. The maximum Deductible applicable to a Claim to which more than one Deductible stated in Item 5 of the Declarations applies shall be the highest of the applicable Deductibles Causal Connection All Claims arising out of the same Wrongful Act or conduct and/or arising out of causally-connected Wrongful Acts and/or conduct, whether by one or any number of Insureds, shall be deemed to be a single Claim first made on: (a) the date when the first of such Claims was first made; or (b) the earliest date one of such Claims is deemed first made by this Policy or any policy which this Policy renews, replaces or follows in whole or in part (if that earliest date is earlier than the date referred to in (a) immediately above), regardless of whether that date is before or during the Policy Period Allocation of Loss With regard to each and every Claim, there shall be allocated to covered Loss: (a) for the purposes of Insuring Clauses 1, 2, 4, 5 and 8, only that part of Loss imputable to an Insured Person on account of covered matters and for which the Insured Person is not entitled to contribution from any person; (b) for the purposes of Insuring Clauses 3, 6, and 7, only that part of Loss imputable to an Organisation on account of covered matters and for which the Organisation is not entitled to contribution from any person. If an Insured and the Company cannot agree on an allocation, the Company, if requested by the Insured, shall submit the dispute to binding arbitration before a panel, which shall consist of one arbitrator selected by the Insured, one arbitrator selected by the Company, and a third independent arbitrator selected by the first two arbitrators. Any allocation or payment of Defence Costs, Investigation Costs or Other Insured Costs shall not create any presumption as to the allocation of other Loss Order of Payments If Loss payable under Insuring Clause 1 and Loss payable under one or more of the other Insuring Clauses are incurred contemporaneously, the Company shall pay Loss under Insuring Clause 1 first. The Policyholder may elect to decline or defer payment of Loss under any other Insuring Clause in order to preserve all or part of the Policy Period Limit for the payment of Loss under Insuring Clause 1. The Company may act in accordance with the Policyholder s election, regardless of any contrary wish of any Insured the declined or deferred payment would otherwise be made on behalf of Other Insurance If Loss is covered by any other valid and collectible insurance of any type (including, but not limited to, any liability insurance of the following types: directors, officers, executive, management, CSI/UK/EPD/D&O/MASTERPROTECT_v8/10/POL Page 10 of 23

12 employers, employment practices, pension trustee, environmental, product, public, general) or by any other valid and collectible indemnity obligation then this Policy shall cover such Loss, subject to its terms, only to the extent that the amount of such Loss is in excess of the amount of payment from such other insurance or indemnity obligation, whether such other insurance or indemnity obligation is stated to be primary, contributory, excess, contingent or otherwise, unless such other insurance or indemnity obligation is provided only as specific excess insurance over the Limit of Liability provided in this Policy. CSI/UK/EPD/D&O/MASTERPROTECT_v8/10/POL Page 11 of 23

13 Section 6. General Terms 6.1. Reporting It is a condition precedent to the Company's liability under this Policy for Loss on account of a Claim that the Company is given written notice as soon as practicable of such Claim, but in no event more than 60 days after the earlier of the following dates: (a) the date on which any Organisation's Chairman, Chief Executive, Managing Director, Finance Director, General Counsel, Risk Manager, or holder of an equivalent position to any of the foregoing, first becomes aware that the Claim has been made; and (b) if this Policy is not renewed, the termination date of the Policy Period or, if the Claim is first deemed made during the Policy Period because of an obtained extended reporting period, the termination date of that extended reporting period. Notwithstanding any provision of this Section 6.1, there is no time limit for giving written notice to the Company of an Investigation (as defined in (b) or (c) in the definition of Investigation, not as defined in (a) of that definition). Such notice can be given whenever desired. However, the Company shall not be liable for Investigation Costs on account of that Investigation which are incurred prior to such notice being given to the Company. Each Insured shall, as a condition precedent to the Company s liability under this Policy for Loss on account of a Claim, give to the Company all such information and co-operation as the Company may reasonably require, including, but not limited to, a description of the Claim, the nature of the alleged Wrongful Act and the date it was committed, the nature of the alleged damage, the names of the claimants and defendants and the manner in which the Insured first became aware of the Claim. If, during the Policy Period or an obtained applicable extended reporting period, an Insured: becomes aware of circumstances which are likely to give rise to a Claim and gives written notice of such circumstances to the Company; or receives a written request to waive application of a limitation period to, or to suspend the running of time towards expiry of a limitation period for the commencement of, a civil proceeding against an Insured alleging a Wrongful Act before or during the Policy Period and gives written notice of such request and of such alleged Wrongful Act to the Company, then any Claims subsequently arising from such circumstances or following on from such request shall be deemed to have been first made during the Policy Period. Circumstances shall not be regarded as notified unless the written notice expressly identifies the Wrongful Act and the date it was committed, the potential damage, the potential claimants and defendants and the manner in which the Insured first became aware of the circumstances Notice Written notices to the Company required by Section 6.1 above shall be sent by to finrisk3@chubb.com or by post to the Claims Department at the Company s postal address. Other written notices to the Company required by this Policy shall be sent to the Executive Protection Department either by to the work address of an employee in that department or by post to the Company s postal address. The Company s postal address is: One America Square 17 Crosswall London EC3N 2AD Notice shall be effective on the date of receipt by the Company by or at the postal address Defence and Settlement It shall be the duty of each Insured and not the duty of the Company to defend Claims. The Company shall have the right, and shall be given the opportunity to, associate with each Insured in the investigation, defence, negotiation and settlement of any Claim, Loss on account of which appears reasonably likely to be covered in whole or in part by this Policy. Each Insured agrees not to settle or offer to settle any Claim, incur any Defence Costs, Investigation Costs or Other Insured Costs or otherwise assume any contractual obligation or admit any liability with respect to any Claim without the Company's prior written consent, which shall not be unreasonably withheld. However, an Insured may settle a Claim without the Company s prior written consent provided that: CSI/UK/EPD/D&O/MASTERPROTECT_v8/10/POL Page 12 of 23

14 (a) written notice of that Claim has been given to the Company pursuant to Section 6.1 above; (b) at the time of settlement, the total of the settlement amount and all Defence Costs and other covered Loss incurred on account of that Claim does not exceed the Deductible applicable to that Claim; (c) the settlement is a full and final settlement of the entire Claim; and (d) following the settlement, the Insured must give the Company written notice of it as soon as reasonably practicable and must give the Company all such detail of it as the Company may reasonably require. Subject to the paragraph immediately above and to Section 2.4 above, the Company shall not be liable for any settlement, Defence Costs, Investigation Costs, Other Insured Costs, assumed obligation or admission to which it has not consented in writing. Each Insured undertakes not to prejudice the Company's interests or its potential or actual rights of recovery, not to prejudice the defence of any Claim and to give to the Company such information and co-operation as the Company may require. The Company shall pay covered Defence Costs, covered Investigation Costs and covered Other Insured Costs promptly upon the Company s receipt of suppliers invoices. Any payment by the Company of Defence Costs, Investigation Costs or Other Insured Costs shall be reimbursed to the Company, if and to the extent it is determined that such Defence Costs, Investigation Costs or Other Insured Costs are excluded by Exclusion (e) or (f) in Section 3.1 above or by Exclusion (a) or (b) in Section 3.2 above. The Policyholder and all Insureds to or on behalf of whom such Defence Costs, Investigation Costs or Other Insured Costs were paid shall be jointly and severally liable for making the reimbursement. If it is determined that Loss (as defined in (a) in the definition of Loss) on account of a Securityholder Derivative Claim is excluded by Exclusion (e) or (f) in Section 3.1 above, then all Securityholder Costs Liability paid by the Company in respect of that Securityholder Derivative Claim shall be reimbursed to the Company. The Policyholder and all Organisations to or on behalf of whom such Securityholder Costs Liability was paid shall be jointly and severally liable for making the reimbursement. Lending by an Organisation to an Insured Person of money to pay Defence Costs, Investigation Costs or Other Insured Costs shall not create a presumption or conclusion that the Insured Person is Indemnifiable for those Defence Costs, Investigation Costs or Other Insured Costs, so that, if it later transpires that the Insured Person was not Indemnifiable for them, they shall be treated under this Policy accordingly Territory Unless law or regulation of any jurisdiction prevents the Company from paying, this Policy s cover extends, subject to all its other terms, to Loss on account of Claims brought or maintained in any jurisdiction Valuation and Foreign Currency Loss which is not in the currency stated in Item 2 of the Declarations of this Policy or any endorsements thereto shall be converted to and paid in the currency of this Policy or any endorsements thereto based upon the rate of exchange published in the Financial Times on the date the final judgment is reached, the amount of the settlement is agreed upon or Defence Costs paid or any other element of Loss is due, respectively Subrogation The Company shall be subrogated to the extent of any payment under this Policy to each Insured's rights of recovery, and each Insured shall execute all papers required and shall do everything necessary to secure and preserve such rights and to enable the Company to bring proceedings in the name of that Insured Authorisation Clause The Policyholder hereby agrees to act on behalf of all Insureds with respect to the giving and receiving of notice of Claims or termination, the payment of premiums and the receiving of any return premiums that may become due under this Policy, the negotiation, agreement to and acceptance of endorsements, and the giving or receiving of any notice provided for in this Policy (except for the Insured Persons ability to elect to obtain an extended reporting period), and the Insureds agree that the Policyholder shall so act on their behalf Alteration and Assignment No change in, modification of, or assignment of interest under this Policy shall be effective except CSI/UK/EPD/D&O/MASTERPROTECT_v8/10/POL Page 13 of 23

15 when made by written endorsement to this Policy duly executed on behalf of the Company Rights of Action No person other than the Insured Persons shall have any rights under or in connection with this Policy by virtue of the Contracts (Rights of Third Parties) Act 1999 or any amendment or reenactment thereof. Neither the Policyholder nor any Insured Person may assign to any other person any right or cause of action against the Company under or in connection with this Policy Termination Cover under this Policy shall terminate at the earliest of the following times: (a) 7 days after the receipt by the Policyholder of a written notice of termination from the Company for non-payment of premium; (b) expiration of the Policy Period (but expiration of the Policy Period shall not terminate cover under an obtained extended reporting period); (c) receipt by the Company of written notice of termination from the Policyholder; and (d) such other time as may be agreed upon by the Company and the Policyholder in writing. If, at the time of termination of cover under this Policy, no Insured has given notice of a Claim or of circumstances which are likely to give rise to a Claim, the Company shall refund the unearned premium: computed at customary short rates, if cover under this Policy is terminated by the Policyholder; or computed pro-rata, if cover under this Policy is terminated other than by the Policyholder Choice of Law and Forum The construction of the terms, and the validity and effect, of this Policy are governed by English law. Any dispute or difference arising under or in respect of this Policy shall be subject to and determined within the exclusive jurisdiction of the courts of England and Wales. CSI/UK/EPD/D&O/MASTERPROTECT_v8/10/POL Page 14 of 23

16 Section 7. Definitions In this Policy the word person(s), wherever it appears, means legal or natural person(s) unless otherwise specified. When used in bold type in this Policy: Admission means: (a) a formal written admission; (b) an oral admission made in a court hearing, tribunal hearing, arbitration hearing or regulatory hearing; or (c) an oral admission made under oath, affirmation or similar process where law or regulation requires statements to be made truthfully. Application means: (a) all proposal forms and documents provided to the Company by or on behalf of the Policyholder or any other Insured, or to which the Company was referred by or on behalf of the Policyholder or any other Insured, in the process of applying for this Policy; (b) all representations to the Company by or on behalf of the Policyholder or any other Insured, in the process of applying for this Policy; (c) the most recent annual consolidated report and accounts of the Policyholder; and (d) all publicly available documents filed by any Organisation with the USA s Securities and Exchange Commission during the 12 months immediately preceding the start of the Policy Period. Approved Person means a person whose performance of a Controlled Function as an employee of an Organisation has been approved by the Financial Services Authority pursuant to Part V of the Financial Services and Markets Act Bail Bond Costs means reasonable premium for a bail bond, or any other financial instrument to guarantee an Insured Person s observance of bail conditions, required by a court in a Claim. Challenge Costs means that part of Loss consisting of reasonable legal fees and related professional charges, arising from a Claim first made during the Policy Period and incurred personally by an Insured Person to bring legal proceedings to overturn: (a) an interim or interlocutory judicial order for the confiscation of, assumption of ownership and control of, or freezing of, any asset of such Insured Person; (b) an interim or interlocutory judicial charging order over any asset of such Insured Person; (c) an interim or interlocutory judicial order disqualifying such Insured Person from holding office or from managing a company; or (d) a judicial order requiring such Insured Person to be confined to a specified domestic residence or held in custody pending trial of that Claim. Civil Fines and Penalties means fines and penalties (including, but not limited to, those imposed upon an Insured Person pursuant to 15 U.S.C. 78 dd-2 (g) (2) (B) of the Foreign Corrupt Practices Act of 1977, a USA statute) and which are: (a) non-criminal; and (b) insurable under the jurisdiction most favourable to insurability to which the Company, the Insured incurring the fines or penalties or the Claim giving rise to them has a substantial relationship. Claim means: (a) for the purposes of Insuring Clauses 1 and 2: a written demand for specific monetary compensation or specific non-pecuniary relief; a civil proceeding including third party proceeding, counterclaim, arbitration proceeding or employment tribunal proceeding; (iii) a criminal proceeding; (iv) an extradition proceeding; or (v) a formal administrative or formal regulatory proceeding commenced by the filing of a notice of charges, CSI/UK/EPD/D&O/MASTERPROTECT_v8/10/POL Page 15 of 23

17 made against an Insured Person, alleging a Wrongful Act; (b) for the purposes of Insuring Clause 3: a written demand for specific monetary compensation or specific non-pecuniary relief; a civil proceeding including third party proceeding, counterclaim or arbitration proceeding; (iii) a criminal proceeding; or (iv) a formal administrative or formal regulatory proceeding commenced by the filing of a notice of charges (but only while such proceeding is also against an Insured Person), which is made against an Organisation and is Securities-related; (c) for the purposes of Insuring Clauses 4 and 5, an Investigation; (d) for the purposes of Insuring Clause 6, an Indemnity Application; (e) for the purposes of Insuring Clause 7, a Securityholder Derivative Demand; (f) for the purposes of Insuring Clause 8, a Subpoena. Controlled Function means a controlled function amongst: (a) those numbered 1 to 20 which the Financial Services Authority used to specify; and (b) those numbered 1 to 6, 8 to 12B, 28 and 29 which the Financial Services Authority since November 2007 has been specifying, in its Table of Controlled Functions in its Supervision Manual at in Block 3 of its Handbook. Defence Costs means that part of Loss consisting of reasonable costs, expenses, charges and fees (including, but not limited to, lawyers fees and experts' fees) incurred in defending or investigating a Claim (as defined in (a) or (b) in the definition of Claim) first made during the Policy Period (other than internal corporate costs and expenses) or in appealing against a judgment made in such a Claim. Defence Costs shall also include: (a) reasonable premium paid for insurance instruments or for bonds which are required in order to institute an appeal; and (b) Bail Bond Costs, but without any obligation to furnish or procure any instrument or bond. Employment Claim means a Claim (as defined in (a) in the definition of Claim) by an Insured Person or past, present or prospective employee of an Organisation or of an Outside Entity, or brought by any government authority regulating employment practice, based upon or arising out of an actual or alleged, wrongful or unfair, employment related: discipline, dismissal, discharge or termination of employment, breach of an oral or written contract, misrepresentation, discrimination (including harassment), failure to employ or promote, deprivation of a career opportunity, failure to grant tenure, evaluation, invasion of privacy, defamation, infliction of emotional distress, or retaliation in respect of whistle blowing or of the exercise or attempted exercise of legally protected rights. Extradition Crisis Costs means that part of Loss consisting of reasonable costs, expenses, charges and fees, incurred with the prior written consent of the Policyholder, of an accredited counsellor or tax adviser engaged to counsel or advise an Insured Person directly in connection with the extradition proceedings part of a Claim first made during the Policy Period. Indemnifiable means not prevented: (a) by law or insolvency; or (b) by an Organisation s constitution, memorandum or articles of association, bylaws, shareholder resolutions, or board or other governing body resolutions, from being indemnified or reimbursed by an Organisation. Indemnity Application means an application: (a) which relates to a Securityholder Derivative Claim first made during the Policy Period, Loss (as defined in (a) of the definition of Loss) on account of which is covered by this Policy; and CSI/UK/EPD/D&O/MASTERPROTECT_v8/10/POL Page 16 of 23

18 (b) which is for a court order that an Organisation, on behalf of which that Securityholder Derivative Claim is brought, must indemnify the securityholder who is bringing it against the costs of bringing it. Insured means a person who is an Organisation or an Insured Person. Insured Capacity means: (a) with regard to an Insured Person as defined in (a) or (c) of the definition of Insured Person, performance of the functions, duties and responsibilities for which such Insured Person has been retained, appointed or employed by an Organisation; (b) with regard to an Insured Person as defined in (b) of the definition of Insured Person, the capacity of Shadow Director of an Organisation. Insured Person means a natural person who has been, now is or shall become: (a) director or officer, or the equivalent in any jurisdiction, of an Organisation; (b) a Shadow Director of an Organisation by virtue of being a director, officer or employee of another Organisation; or (c) an employee of an Organisation, but only: with respect to an Employment Claim; to the extent that such employee is acting in any managerial or supervisory capacity or Outside Directorship; (iii) with respect to any Claim in which such employee is named as a co-defendant with a director or officer, or the equivalent in any jurisdiction, of an Organisation; (iv) to the extent that such employee is acting as an Approved Person and is performing a Controlled Function for which the employee has been approved by the Financial Services Authority; (vi) with respect to any Claim in which such employee is alleged to be liable as a de facto director of an Organisation; or (vii) with respect to any Claim which is Securities-related. Insured Person does not include external auditors of an Organisation and does not include any liquidator, receiver, administrator, supervisor or other insolvency office-holder of an Organisation or of an Organisation s assets. Investigation means: (a) a formal investigative inquiry (including, but not limited to, one into the death or injury of a natural person) which is: into the conduct of an Organisation or into the conduct, in his or her Insured Capacity, of an Insured Person; and instituted by a governmental, regulatory, law enforcement, professional or statutory body (including, but not limited to, a health and safety authority) with powers to investigate that Organisation or Insured Person; (b) an interview of, or meeting with, an Insured Person in his or her Insured Capacity and requested by a governmental, regulatory, law enforcement, professional or statutory body (including, but not limited to, a health and safety authority) in connection with an investigation by that body; or (c) an interview of, or meeting with, an Insured Person in his or her Insured Capacity and requested by an Organisation in connection with an investigation by a governmental, regulatory, law enforcement, professional or statutory body (including, but not limited to, a health and safety authority) or with a Securityholder Derivative Demand. Investigation does not include any inquiry, interview or meeting which is part of a routine or regularly scheduled oversight, compliance, audit or inspection procedure of a governmental, regulatory, law enforcement, professional or statutory body (including, but not limited to, a health and safety authority). (v) to the extent that such employee is acting as a senior accounting officer (as defined by Schedule 46, Paragraph 16 of the Finance Act 2009) of an Organisation; Wherever in this Policy there is a reference to when a Claim is first made or deemed to be first made, that reference, as applied to an Investigation, means: CSI/UK/EPD/D&O/MASTERPROTECT_v8/10/POL Page 17 of 23