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    Catherina MacCabe

    Catherina MacCabe

    Focus Group Leader International Management Liability

    A flexible suite of covers giving directors and officers of non-US domiciled organisations confidence that they have the right protection against claims arising while acting in their corporate roles.

    Every organisation is different and the risks that they face are constantly changing, leaving individuals increasingly vulnerable. Organisations want to attract the best senior talent. To do so they need to provide reassurance there is insurance in place that the individual can rely upon to protect their personal assets in the event of a liability claim or regulatory investigation.

    Beazley has designed a flexible suite of Directors & Officers (D&O) liability policies to give organisations, and their leaders, confidence that they are protected from the range of risks they may face. These market-leading policies range from a single policy to cover the organisation and its directors, through to policies addressing the specific needs of individuals. The suite includes the following policies:

    • Side ABC
    • Side AB
    • Side A
    • Side A DIC

    Beazley also offers a comprehensive range of D&O policies for US domiciled organisations which our team can introduce you to. 

    D&O Side ABC

    This Side ABC policy is the most comprehensive policy in our D&O range and covers the personal liability of the insured individual, the company’s liabilities when it indemnifies the individual and the company if faced with securities claims.

    Cover

    Protection for directors and officers, as well as other individuals, including coverage for:

    • Regulatory and internal investigations
    • Data breach
    • Environmental claims
    • Health and safety claims
    • Insolvency hearings
    • Extradition, permanent residency and repatriation
    • Damage to reputation
    • Freezing of assets and disqualification
    • Full limit mitigation costs cover
    • Automatic reinstatement of limit for non-indemnifiable loss.

    Protection for the company, including costs relating to:

    • Payments made to indemnify individuals
    • Securities claims
    • Regulatory and internal investigations
    • Books and records demands
    • Derivative demands
    • Global Dutch securities settlement advice. 

    D&O Side AB

    This cover is for individuals and organisations, whether private or public, that require the protection of a Side AB policy but not the securities-related cover for the company provided by Side C.

    Cover

    Protection for directors and officers, as well as other individuals, including coverage for:

    • Regulatory and internal investigations
    • Data breach
    • Environmental claims
    • Health and safety claims
    • Insolvency hearings
    • Extradition, permanent residency and repatriation
    • Damage to reputation
    • Freezing of assets and disqualification
    • Full limit mitigation costs cover
    • 75% allocation for securities claims for public companies
    • Automatic reinstatement of limit for non-indemnifiable loss.

    Protection for the company, for costs relating to payments made to indemnify individuals. 

    D&O Side A

    This policy provides “ground up” cover for individual directors and officers when the company does not indemnify.

    One of the key benefits to the individual is that they do not share policy limits with the organisation so avoid the risk of limits being depleted by the organisation’s insured losses.

    Cover

    • Regulatory and internal investigations
    • Data breach
    • Environmental claims
    • Health and safety claims
    • Insolvency hearings
    • Extradition, permanent residency and repatriation
    • Damage to reputation
    • Freezing of assets and disqualification
    • Full limit mitigation costs cover
    • Reinstatement of full limit for those individuals who have not been party to a previous claim that has depleted the limit. 

    D&O Side A Difference In Conditions (DIC)

    This policy provides cover for individual directors and officers when the company does not indemnify. The policy responds:

    • As excess cover when limits on the primary/underlying D&O cover have been exhausted. In this case the Side A DIC policy can pay shortfalls subject to any terms, conditions and limitations in the primary / underlying D&O policies; or
    • On a DIC / drop-down basis when an insurer of the primary/underlying D&O cover refuses to pay a claim or fails to pay within 45 days of a request to do so. Examples of reasons for non-payment include:
      • Insolvency of the insurer
      • Application of an exclusion
      • Allegation that defence costs were incurred unnecessarily
      • Late notification of a claim (provided that notification on the Side A DIC policy is made as soon as practicable).

    The benefit of a Side A DIC policy is that, unlike other D&O policies, there are no coverage exclusions other than in relation to matters of conduct.

    The policy provides 3 full reinstatements of the limit.

    The importance of Side A cover - Claims scenarios

    • A former CEO started proceedings against a company for breach of contract, seeking to recover amounts said to be owed including bonus and share entitlements. The company counterclaimed alleging breach of fiduciary duties by failing to: (a) make reasonable business decisions; (b) return confidential information; (c) act in a manner which maximised the value of the company; and (d) exercise due care and skill. The counterclaim sought multimillion-pound damages and the former CEO incurred defence costs in excess of £1m. The director was financially protected under a D&O Side A ground up policy.
    • A listed technology company was bought by a larger rival in a multibillion-pound deal. After the deal closed, the acquiring company issued proceedings against the directors of the acquired entity alleging accounting improprieties, misrepresentations and disclosure failures that inflated its underlying financial metrics prior to acquisition. The UK and US law enforcement agencies and regulators started investigations. As the purchase had been concluded and the dispute involved the new parent, an indemnity was not provided to the directors. However, the Side A of the D&O policy provided coverage for the individuals’ defence costs.
    • A global construction company was forced to appoint liquidators following cost overruns for a number of high profile projects. The liquidators issued proceedings against the directors alleging that the company had traded while insolvent to the detriment of creditors, in breach of the Companies Act. As the company was in liquidation no indemnity was available to the directors. The directors were successfully defended with the assistance of a Side A D&O policy.

    Limits

    All the policies in this D&O range have limits up to US$25m.

    Target market

    A wide range of non-financial organisations can benefit from the cover.

    Territories

    Worldwide (excluding United States domiciled organisations)

    Directors & officers team

    Claims

    Tracy Holm

    Claims Team Leader - SL International

    Tracy Holm

    London, UK

    +44 207 674 7294

    Kieran Patel

    Claims Manager - Crime and FI

    Kieran Patel

    London, UK

    +442076747045

    Underwriters

    Jo Hayward

    Underwriter - International Management Liability

    Jo Hayward

    London, UK

    Tom Ielapi

    D&O Underwriter

    Tom Ielapi

    London, UK

    +44 207 674 7131

    Steve Jennings

    International Mgt Liability Underwriter

    Steve Jennings

    London, UK

    Catherina MacCabe

    Focus Group Leader International Management Liability

    Catherina MacCabe

    London, UK

    Emma Pereira

    Underwriter - International Management Liability

    Emma Pereira

    London, UK

    +442076747159

    Carl Puttock

    Underwriter - International Management Liability

    Carl Puttock

    London, UK

    +44 (0)20 7674 7791

    Willa Sedgwick Rough

    Underwriting Assistant - Specialty Lines International

    Willa Sedgwick Rough

    London, UK

    Directors & officers forms

    Brochures

    International management liability brochure
    Directors and officers brochure

    Wordings / policies

    ABC Directors and officers policy wording
    AB Directors and officers private company liability policy wording
    AB Directors and officers public company liability policy wording
    Side A directors and officers liability policy wording
    Side A 45 directors and officers liability policy wording
    Side A DIC policy wording
    Side A DIC excess policy wording
    Financial lines excess policy wording