TRUST COMPANY PROFESSIONAL INDEMNITY & DIRECTORS & OFFICERS PROPOSAL FORM Please Note: This is a proposal form for a policy relating to claims made against the Insured during the period of the policy only CLAIMS MADE. Please answer all the questions giving full and complete answers. Please use a separate sheet of paper if insufficient space. If necessary please write additional relevant facts on a separate sheet of paper. The proposal form must be completed and signed & dated by a person who is of legal capacity and have the authorisation to request this insurance for the Proposer. This form does not bind the Proposer but will form part of the Insurance contract if taken up. All material facts must be disclosed, as failure to do so may render any policy or certificate voidable, or severely prejudice your rights in the event of any claim. A material fact is one likely to influence acceptance or assessment of the proposal by Underwriters. If you are in doubt as to what constitutes a material fact, you should consult your broker. Please supply the following additional information: Company Brochure CV s of Principals Copy of Standard Contract Terms and Conditions (if applicable)
1. Please state the name(s) and address(es) (including the addresses of any branch office) of all Firms for whom insurance is required. 2. Please state: a) When the Firm(s) was established: b) Web-Site Address: c) Country of Residence: 3. During the last five years has: a) The name of the Company changed? b) Any acquisition or merger taken place? c) Any subsidiary been sold/ceased trading? d) Any Rights Issue taken Place? e) The capital structure of the Company changed? f) The Company changed its external auditors or legal advisors? If Yes to any of the above, please provide full details: Page 2 of 19
g) Has the Company publicly revealed that it has under consideration at the present time any acquisitions, mergers or tender offers? h) Is the Company aware of any proposal relating to its acquisition by another company within the next year? If Yes please provide full details: i) Is the Company intending a public or private offering of securities within the next year? If Yes please provide full details: 4. Please give total numbers of: a) Partners/Directors/Principals: b) Qualified Assistants & Consultants: c) Other Staff (Excluding Administration): d) Administration Staff (Typists etc): 5. a) Details of all Directors/Partners/Principals: Page 3 of 19
Partners / Principals Qualifications Date Qualified How long a Directors, Partner, Principals of this firm/company b) If less than five years practical experience in this occupation, please give details of previous occupation: c) If Sole Director/Principal, please confirm if this is a part-time occupation If Yes please give details of present full time occupation: 6. Please state whether the Firm(s) named in answer to Question 1 is connected or associated (financially or otherwise) with any other practice, company or organisation. If Yes, please give full details: 7. a) Please confirm the percentage breakdown of fees earned in the past 12 months between the following categories of work:- Page 4 of 19
1. Establishment & Administration of Companies As a % 2. Establishment & Administration of Trusts 3. Nominee Directorships/Company Secretaryships 4. Non-Exec. Trustees Directorships 5. Financial Services Advice only 6. Financial Services including handling of monies 7. Legal Advice 8. Accountancy 9. Taxation for Individuals 10. Taxation for Corporations 11. Payroll/Bureau Services 12. Leasing/Transport 13. Other Please provide details: TOTAL 100% NB Where Directorships are held as per 3 & 4 above please complete the External Directorship Supplementary Questionnaire as attached. 8. Please state the jurisdictions in which companies have been formed on behalf of clients: 9. Are any major changes in the Firm s activities planned or expected within the next year? 10. Is any work put out to other specialists or consultants? Page 5 of 19
(a) Does the Firm require such specialists and consultants to carry Professional Indemnity Insurance? If so for what limit? (b) What percentage of Firm s fees are paid to sub-contractors? 11. Does the Firm use: (a) a standard form of agreement (b) exchange of letters of appointment for each client (c) other means of defining work to be undertaken If Yes to any of the above, please supply typical examples 12. Please provide the Total Goss Income/Fees for the last 3 financial years, and also an estimate for the current financial year: Year UK/Channel Islands Overseas Excluding USA/Canada USA/Canada EST: Please state the date of your financial year-end: 13. Please provide the largest gross income/fees from any one client for the last Financial year Page 6 of 19
Previous/Current Insurance 14. Does the Company currently have a Professional Indemnity Insurance policy in force? If Yes: a) Insurer b) Expiry Date c) Limit of Indemnity d) Excess e) Premium f) Expiry Retroactive Date 15. Has any previous policy for Professional Indemnity insurance been cancelled or refused or had any special terms imposed by any insurer? 16. Please circle the Limit of Indemnity required: 500,000, 1,000,000, 1,500,000, 2,000,000, 2,500,000, 3,000,000, 5,000,000 Please specify if other 17. What Excess is the Proposer prepared to carry uninsured? 500, 1000, 2,500 5,000 10,000or Other 18. If available do you require insurance for any of the following extensions: Page 7 of 19
a) Reinstatement to limit of indemnity b) Aggregate cap for the excess c) Fidelity Extension Claims/Circumstances Information 19. To the best of your knowledge and belief have any claims alleging negligent act, error or omission (successful or otherwise) ever been made against the Firm(s), or their predecessors in business, or any of the present or past or former partners, principals or directors? If Yes, have such matters been notified to current or previous Underwriters Please provide full details: 20. Are any of the partners, directors or principals, after having made full enquires, including of all staff, aware of any of the following matters? a) Any circumstances which may give rise to a claim against the Firm(s) or their predecessors in business or any of the past or present or former partner, director principal or employees? b) The receipt of any complaints, whether oral or in writing, regarding services performed or advice given by the Firm(s)? 21. Are there any other facts of which Underwriters should be aware: Page 8 of 19
Please note that in your own interests you must disclose all material facts relative to this application for insurance which may influence Insurers attitude towards the risk they are underwriting. Failure to make such disclosure may render the Policy voidable. Declaration The undersigned authorised Officer of the Company declares that the statement and particulars in this Proposal form are true and that no material facts have been misstated or suppressed after enquiry. The undersigned agrees that should any of the information alter between the date of this Proposal and inception date of the insurance to which this proposal relates, they will give immediate notice thereof. The undersigned agrees that this Proposal, together with any other information supplied by us shall form the basis of any contract of insurance effected thereon. Signature:. Name:.. Position Date. Page 9 of 19
DIRECTORS & OFFICERS SUPPLEMENTARY QUESTIONNAIRE (if required) 1. Is the Company; a) Private? b) Public? c) Listed on the London Stock Exchange? d) Listed on any other Stock Exchange? If the answer is Yes to any of the above, please provide full details: 2. Please list details of Subsidiary Companies that you wish to be included under this Insurance: Name of Company Country of Incorporation % ownership by Parent Company No. of Directors & Officers 3. Please state: Page 10 of 19
a) Total number of shares issued b) Total number of Shareholders c) Total number of shares owned by Directors and Officers (both direct & beneficial) d) Details of all holdings representing 15% or more of the Company s Ordinary Share Capital: Name of Shareholder % of Shares held 4. Please only answer this section if cover is required for claims made in the USA or Canada, or claims made elsewhere arising out of the Company s operations in the USA/Canada. a) Total Assets of all subsidiaries domiciled in the USA/Canada b) Please list those subsidiaries in the USA/Canada that are not wholly owned together with the Company s percentage interest in each and please list the owner of the minority interest: c) i) Do any of the subsidiaries have any stock, shares or debentures in the USA/Canada: Page 11 of 19
If Yes, on what date was the last offer/tender/issue made? Was the offer subject to The United States Securities Act 1933 and/or The Securities Exchange Act of 1934 and/or any amendments thereto? ii) Does the Company/Subsidiaries have any debt instruments or commercial paper in the USA/Canada? 5. Has any previous policy for Directors & Officers Liability insurance and reimbursement for Directors & Officers Liability insurance been cancelled or refused by any insurer? Claims/Circumstances Information 6. Are there pending or have there been any claims against any Director or Officer of the Company (whether or not insurance has been previously been purchased)? Page 12 of 19
7. Is the Proposer aware, after enquiry, of any incident or circumstance, which may give rise to a claim against any Director of Officer of the Company in such capacity? 8. Is the Proposer aware, after enquiry, of any prosecution (actual or pending) of the Company or any Director or Officers? 9. Has the Company or any Director or Officer ever been subject to any disciplinary action, been fined or penalised, or been the subject of any regulatory investigation or enquiry? Declaration The undersigned authorised Officer of the Company declares that the statement and particulars in this Proposal form are true and that no material facts have been misstated or suppressed after enquiry. The undersigned agrees that should any of the information alter between the date of this Proposal and inception date of the insurance to which this proposal relates, they will give immediate notice Page 13 of 19
thereof. The undersigned agrees that this Proposal, together with any other information supplied by us shall form the basis of any contract of insurance effected thereon. Signature:. Name:.. Position Date. Page 14 of 19
EXTERNAL DIRECTORSHIP SUPPLEMENTARY QUESTIONNAIRE (if required) 1. When managing companies do you always: (a) Act as Board Member? (b) Appoint all the Board Members? (c) Do you only use as Directors people who are known to the Firm If No to any of the above please describe on a separate sheet, the methods used for appointing Directors, and the circumstances under which Directors who are closely connected with the client company are appointed. 2. Please indicate the proportion of companies under your management where you do not act as a Board Member. Please also indicate the type of services provided in these circumstances: 3. Is Directors and Officers cover only required in respect of the Assured s Directors, Partners and Employees? If No, is cover required for any other Directors and Officers of managed companies? If so please confirm the following: Name That the Director is appointed by the Assured The amount of fees paid That this amount is included in the fees declared in the proposal form 4. Do you provide investment management and advice? Page 15 of 19
If Yes do you have a written agreement, standard form of contract or other methods of defining the work undertaken in respect of investment management services please provide a copy 5. Do you have standard terms of engagement/contracts with your clients? If Yes, please confirm the jurisdictions that such contracts are subject to: 6. Are the client company or trust funds kept separate from the management companies own funds and from the funds of other trust and management companies under the proposers control? ` If No, please explain how funds are operated: 7. When managing companies do you ever grant power of attorney? If Yes, please describe the circumstances under which you grant power of attorney and confirm whether These are for specific purposes and limited in duration: 8. When managing companies do you ever act as Board members without control of the companies bank account? If Yes, please describe the circumstances under which you so act: Page 16 of 19
9. When managing companies do you ever act as Board members for companies acting as vehicles for financial structures engaged in raising funds? If Yes, please describe the circumstances under which you act and the jurisdiction where such directorships are held: TRUSTS 1. How many Trusts are under the management of the Company? 2. Approximate total value of the Trusts? 3. Does the company retain full discretionary control of the Trust? If No, please describe the normal method of operation: 4. Are Trustees only appointed from the Partners, Directors, Principals or Employees of the Company? If No, please describe how appointments are made and which personnel are used: AUDIT AND CONTROL Page 17 of 19
1. How often is an Audit carried out of the companies or trusts under the control of the Company? 2. By whom is the Audit carried out? 3. What steps are taken to keep the majority shareholders or trust settlers/beneficiaries in touch with the current financial position of the trust or company? 4. How often is information under (3) above provided? 5. Please confirm the steps that are taken to avoid acting on behalf of clients whose aims are to utilize your services for unethical or illegal purposes: Declaration The undersigned authorised Officer of the Company declares that the statement and particulars in this Page 18 of 19
Proposal form are true and that no material facts have been misstated or suppressed after enquiry. The undersigned agrees that should any of the information alter between the date of this Proposal and inception date of the insurance to which this proposal relates, they will give immediate notice thereof. The undersigned agrees that this Proposal, together with any other information supplied by us shall form the basis of any contract of insurance effected thereon. Signature:. Name:.. Position Date. Page 19 of 19