Directors and Officers Insurance PRODUCT INFORMATION Travelers’ Directors and Officers Insurance has been designed to protect the personal liability of individual directors and officers and also to act as balance sheet protection for the company should corporate liability cover also be purchased. The insurance covers the defence costs, settlements and judgements associated with claims received alleging a wrongful act. Benefits • Broad, modular coverage – the modular format of the wordings enables multi-line covers to be packaged together under a single policy number making cross-selling easier • Fast and accurate indications and quotations The Companies Act 2006 places statutory duties on company directors in the United Kingdom. Breaching these duties can make a director personally liable for damages, criminal sanctions and expenses. • Access to a dedicated legal helpline to provide your clients with access to experts for legal issues Many directors are unaware of the complex nature of the duties involved in their role and their personal assets are at risk with every decision they make, every day. • Experienced underwriting team – enables queries to be dealt with quickly and knowledgeably • International capability – assisting with the needs of more complex clients • Specialist in-house team of legally qualified claims experts – for fast and accurate claims response with the benefit of many years of handling complex financial lines claims • Financial strength – Consistently strong independent financial ratings Why is it needed? Even if an entity doesn’t have shareholders, the directors are still at risk of claims from customers, regulators, employees, suppliers and other stakeholders. If a company is faced with a claim, defending it could be financially debilitating and can distract the directors and officers from performing their day to day activities to the potential detriment of the company. Cover • Breach of duty - when a director or company has a duty of care toward another person or company, but fails to meet the required standard • Breach of trust - any act which is in violation of a director’s duties as trustee • Employment practice violations – a breach of employment law • Misstatement / Misleading statement - a statement which misleads either deliberately or inadvertently often in connection with financial statements • Breach of warranty of authority – a director creating an impression of an agency relationship where one does not exist • Prosecution by regulatory agencies – where a director or a company are prosecuted for failings in maintaining industry standard controls or procedures Claims examples • • A health & leisure club was sued by several shareholders for loss of value, after the club announced a proposal to sell land and invest the proceeds in the business. The shareholders argued that the proceeds of the sale should be distributed to shareholders. Costs of over £25,000 were incurred in defending the claim Minority shareholders sued the company for not accepting the highest offer that was made in a take-over. The company defended its actions by saying that the entity making the accepted offer was better for the long term interests of the company - despite this there was still a valid claim and the company incurred large legal costs in defending the claim For more information about Travelers’ range of insurance solutions please visit travelers.co.uk or alternatively contact your local Travelers representative. About Travelers The Travelers companies, Inc. is a leading provider of property liability insurance for motor, home and business. The group has more than 30,000 employees and operations in the United States, Canada, UK and Ireland, and a joint venture in Brazil, under the brand JMalucelli Seguros. The group generated revenues of approximately USD$26 billion in 2012. Our Europe based operations offer our customers a wide range of coverage through Travelers Insurance Company Limited; Travelers Syndicate Management Limited (Syndicate 5000), which trades on the Lloyd’s market; and Travelers Underwriting Agency Limited. travelers.co.uk Travelers Insurance Company Limited, Exchequer Court, 33 St. Mary Axe, London EC3A 8AG Travelers Insurance Company Limited is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. Registered office: Exchequer Court, 33 St. Mary Axe, London EC3A 8AG. Registered in England 1034343. The information provided in this document is intended for use as a guideline and is not intended as, nor does it constitute, legal or professional advice. Travelers does not warrant that the information in this document constitutes a complete and finite list of each and every item or procedure related to the topics or issues referenced herein. In no event will Travelers or any of its subsidiaries or affiliates be liable in tort or in contract to anyone who has access to or uses this information. Travelers does not limit or exclude any liability for death or personal injury caused by its acts or omissions. This document does not amend, or otherwise affect, the provisions or coverage of any insurance policy or bond issued, nor is it a representation that cover does or does not exist for any particular claim or loss under any such policy or bond. TRV2076 02/14