Excess of Loss Directors & Officers Liability Insurance Policy v12.15
Pen Underwriting Pty Ltd ABN 89 113 929 516 AFSL 290518 Our name comes from the expression to pass the pen. It reflects what we do and what we bring to the insurance industry specialist expertise and quality underwriting. We strive to exceed the expectations of brokers by providing professional and flexible solutions for their clients risks across a wide range of major and boutique general insurance products. Contents Important Information 1 1. Insuring Clauses 2 2. Limit of Liability 2 3. Exclusions 2 Contact Details: Current as at December 2015 4. Conditions 2 5. Definitions 3 Level 9, 60 Edward St Brisbane Qld 4000 GPO Box 541 Brisbane Qld 4001 BRISBANE P: +61 7 3056 1400 F: +61 7 3056 1477 Level 3, 333 Collins St Melbourne Vic 3000 PO Box 230 Collins St West Vic 8007 MELBOURNE P: +61 3 9810 0600 F: +61 3 9810 0650 Level 19, 347 Kent St Sydney NSW 2000 GPO Box 4431 Sydney NSW 2001 SYDNEY P: +61 2 9323 5000 F: +61 2 9323 5077 E: info.au@penunderwriting.com W: www.penunderwriting.com.au
IMPORTANT INFORMATION This Policy This Policy is an important document and should be kept in a safe place. Please read it carefully so that you understand the insurance provided. Your Duty of Disclosure Before you enter into an insurance contract, you have a duty to tell us anything that you know, or could reasonably be expected to know, may affect our decision to insure you and on what terms. You have this duty until we agree to insure you. You have the same duty before you renew, extend, vary or reinstate an insurance contract. You do not need to tell us anything that: reduces the risk we insure you for; or is common knowledge; or we know or should know as an insurer; or we waive your duty to tell us about. If you do not tell us something If you do not tell us anything you are required to, we may cancel your contract or reduce the amount we will pay you if you make a claim, or both. If your failure to tell us is fraudulent, we may refuse to pay a claim and treat the contract as if it never existed. Claims Made Policy This Policy is issued on a claims made and notified basis. This means that the Policy only covers the Insured for claims first made against the Insured during the Period of Insurance and notified to the insurer during the Period of Insurance. Section 40(3) of the Insurance Contracts Act 1984 may provide additional rights at law. That section provides that where the insured gave notice in writing to the insurer of facts that might give rise to a claim against the insured as soon as was reasonably practicable after the insured became aware of those facts but during the period of insurance, the insurer is not relieved of liability under the contract in respect of the claim, when made, by reason only that it was made after the expiration of the period of insurance. Prior and Pending Litigation Date This Policy does not provide cover in relation to any prior and/or pending litigation as of the Prior and Pending Litigation Date. Privacy Pen Underwriting handles your personal information with care and in accordance with the Privacy Act 1988 and the Australian Privacy Principles. We collect personal information about you to provide you with insurance and insurance related services. We may disclose your personal information to third parties for the purposes described in our Privacy Policy, including related entities, insurers, reinsurers, agents and service providers, some of whom may be located in the United Kingdom and India. By asking us to provide you with insurance and insurance related services, you consent to the collection, use and disclosure (including overseas disclosure) of your personal information for the purposes described in our Privacy Policy. Where you provide personal information about others, you represent to us that you have made them aware of that disclosure and of our Privacy Policy and that you have obtained their consent. If you do not consent to provide us with the personal information that we request, or withdraw your consent to the use and disclosure of your personal information at any stage, we may not be able to offer you the products or provide the services that you seek. For information about how to access and or correct the personal information we hold about you or if you have any concerns or complaints, ask us for a copy of our Privacy Policy or visit www.penunderwriting.com.au. Complaints Handling If you are dissatisfied with a decision Pen Underwriting makes, our service, the service of others we appoint to discuss insurance matters with you, or a claim settlement, we have an internal dispute resolution process to assist you. For further information, ask for a copy of our Complaints and Disputes Resolution Policy or visit www.penunderwriting.com.au. General Insurance Code of Practice Pen Underwriting and Underwriters at Lloyd s proudly support the General Insurance Code of Practice. The Code commits general insurers to uphold high standards of service and practice. A copy of the Code can be obtained from us upon request or from www.codeofpractice.com.au. Further Information Your insurance broker has arranged this insurance on your behalf. If you have any questions or need further information concerning your insurance, you should contact your insurance broker to assist you with your enquiry. You should direct all of your correspondence to us through your insurance broker as he is your agent for this insurance. Page 1
1. Insuring Clauses 1.1. In consideration of the payment of the Premium and in reliance on the contents of the Proposal, the Insurer agrees to provide indemnity to the Insured in respect of Directors and Officers Liability and Company Reimbursement subject to the terms of this Policy and the Directors & Officers Liability and Company Reimbursement Coverage Sections of the Primary Policy. To avoid doubt, the terms, conditions, definitions and exclusions of the Primary Policy apply to this Policy as if they were a term, condition, definition or exclusion of this Policy, unless stated otherwise in this Policy. 1.2. This Policy does not provide indemnity to the Insured unless and until the limits of liability of the Directors and Officers Liability and Company Reimbursement Coverage Sections of the Primary Policy and any Underlying Excess Policy, and any available reinstatements of those limits, have been exhausted. 1.3. Where the terms of this Policy are inconsistent with the terms of the Primary Policy, the terms of this Policy shall prevail. 2. Limit of Liability 2.1. The Insurer shall be liable under this Policy up to the Limit of Liability for any one Claim and in the aggregate for the Period of Insurance. 3. Exclusions 3.1. The Insurer shall not be liable under this Policy for Loss, or to make any payment in connection with any Claim or Official Investigation directly or indirectly based upon, arising from or in consequence of: a) any prior and/or pending litigation as of the Prior and Pending Litigation Date; or b) any fact, circumstance, situation, transaction or event underlying or alleged in such litigation, regardless of the legal theory upon which such Claim is predicated. 3.2. The Insurer shall not be deemed to provide cover and shall not be liable to pay any Claim or provide any benefit to the extent that the provision of such cover, payment of such Claim or provision of such benefit would expose the Insurer to any sanction, prohibition or restriction under United Nations resolutions or the trade or economic sanctions, laws or regulations of the Commonwealth of Australia, European Union, United Kingdom or United States of America. 4. Conditions 4.1. The Primary Policy and any Underlying Excess Policy must be maintained in full effect during the currency of this Policy. The Insured s failure to comply with this condition shall not invalidate this Policy but in the event of such failure the Insurer shall only be liable to the same extent as if the Insured had complied with this Condition. 4.2. The Insured shall give notice in writing to Pen Underwriting at the address shown in the Schedule as soon as practicable of any Claim made against the Insured which may exceed 25% of the limit of liability for that Claim under the Primary Policy or any Underlying Excess Policy. 4.3. The Insurer shall not be required to assume charge of the defence or settlement of any Claim, but shall have the right and opportunity to be associated with the Insured in the defence or settlement of any Claim, which in the opinion of the Insurer, may create liability on the Insurer s part under this Policy. If the Insurer exercises this right, the Insured shall cooperate with the Insurer in all respects to defend any Claim and prosecute any recovery action. 4.4. The Insured must not settle any Claim under this Policy, without the prior consent of the Insurer. 4.5. The Insurer shall not be liable under this Policy unless and until the insurers which have issued the Primary Policy and any Underlying Excess Policy have paid or have admitted liability or have been held liable to pay the full amount of their indemnity under the Directors and Officers Liability and Company Reimbursement Coverage Sections. 4.6. The Insured shall give the Insurer written notice as soon as practicable of any change in the scope of coverage or in the amount of limits, or any material change in the risk under the Primary Policy or any Underlying Excess Policy, and of the termination of any coverage or exhaustion of aggregate limits of the Primary Policy or any Underlying Excess Policy s liability. 4.7. Indemnity under this Policy is in consideration of the payment of the Premium. The Premium shall be paid within forty-five days of inception of this Policy. 4.8. The construction, interpretation and meaning of the terms of this Policy shall be determined in accordance with the laws of the state or territory in which this Policy is issued. Any dispute relating to this Policy shall be submitted to the exclusive jurisdiction of the courts of that state or territory and the Commonwealth of Australia Page 2
4.9. 5. Definitions a) The Insurer may cancel this Policy at its discretion in accordance with the provisions of the Insurance Contracts Act 1984. b) The Insured may cancel this Policy at any time in writing to Pen Underwriting at the address shown on this Policy. c) In the event of cancellation, the Insurer will allow a pro-rata refund of Premium for the unexpired Period of Insurance, subject to Pen Underwriting and the Insurer retaining a minimum amount of thirty percent (30%) of the Premium plus Pen Underwriting s fee and commission, which shall be deemed fully earned at Policy inception. d) Where any fact or circumstance, Claim or loss has been notified under this Policy, the Premium shall be deemed fully earned. 5.1. Claim has the same meaning in this Policy as that term has in the Primary Policy. 5.8. Premium means the amount specified as Premium in the Schedule and any endorsement to this Policy. 5.9. Primary Policy means the primary policy described in the Schedule which provides the first layer of insurance cover in respect of the same risk as the Policy, and which attaches before any other policy, including this Policy. 5.10. Prior and Pending Litigation Date means the date stated as such in the Schedule. 5.11. Proposal means the written proposal made by the Insured to the Insurer in application for this insurance, which has been relied upon by the Insurer to determine whether to provide this Policy and on what terms. 5.12. Schedule means the schedule to this Policy issued and signed by an authorised officer of Pen Underwriting or the Insurer. 5.13. Underlying Excess Policy means the underlying excess policy (if any) described in the Schedule which is issued in respect of the same risk as the Primary Policy and which attaches before this Policy. 5.2. Insured means the person or entity specified as insured in the Schedule and also includes any other person or entity that is included within the definition of Insured in the Primary Policy. 5.3. Insurer means certain Underwriters at Lloyd s and insurers participating in this Policy as stated in the Schedule. 5.4. Limit of Liability means the maximum amount that the Insurer will pay in respect of any one Claim and in the Aggregate under this Policy for the Period of Insurance, as specified in the Schedule. 5.5. Pen Underwriting means Pen Underwriting Pty Ltd ABN 89 113 929 516 AFSL 290518. 5.6. Period of Insurance means the period of insurance stated in the Schedule or, in the event of cancellation of this Policy, the period from inception to the effective date of cancellation of this Policy. 5.7. Policy means this policy wording (including insuring clauses, extensions, exclusions, conditions and definitions incorporated by reference from the Primary Policy), the Schedule, any endorsement to this Policy (whether issued at the inception of the Policy or during the Period of Insurance), and the Proposal. This Policy provides a layer of insurance cover above the Primary Policy and any Underlying Excess Policy. Page 3