The
Need

The King IV code of corporate governance defines ‘corporate governance’ as the exercise of ethical and effective leadership by the governing body towards the achievement of the following governance outcomes: ethical culture, good governance, effective control, and legitimacy. King IV is applicable on an “apply and explain” basis and further defines the ‘governing body’ as the structure that has primary accountability for the governance and performance of the organisation. This includes the board of directors of a company. 

The Companies Act 71 of 2008 (the “Act”) sets out the obligatory standards of directors conduct under section 76 and under section 77, the liability of directors and prescribed officers. South African common law states that a director is in a fiduciary relationship with the company and is required to act with utmost good faith. Be it corporate governance, legislation, or common law, directors and companies should now, more than ever, be looking to Directors’ and Officers’ (“D&O”) Liability Insurance to protect the personal assets of directors from potential liability.

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The
Solution

Directors and officers face personal liability if the company experiences loss or damage due to their conduct not meeting the required standard. Section 78 of the Act allows for indemnification and directors’ insurance. D&O Liability Insurance provides protection for the directors and officers of a company in the event of legal proceedings pertaining to the failure to perform duties as they relate to the company.

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The Cover

Insurance
protection for:
 

• ‍Past, present and future directors, officers, prescribed officers, and employees acting in a managerial or supervisory capacity covering:

Covering:

• Awards
• Legal defence costs
• Investigation costs

Following an allegation of a wrongful act, including (but not limited to):

• Error
• Misstatement
• Act/omission
• Negligence
• Breach of duty

Brought about by:

• Shareholders
• Stakeholders such as (but not limited to) employees, trade unions, government, creditors, competitors, and suppliers
• Any other affected party

The Policy also covers the company:

• When it indemnifies a Director or Officer
• For securities litigation

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Risk
Management Services

Camargue’s unique M³ approach
to insurance is geared towards managing, mitigating and migrating critical
business risks – an outcome achieved through the provision of value-added risk
benefits to policyholders. Notwithstanding the coverage provided in terms of
the policy, the additional risk management benefits further enhance the
Camargue product offering and go beyond simple insurance. The overall
result is a well-rounded and complete solution to the risks faced in a
commercial environment. 

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Risk Management Services included in the
Policy cover:

• Corporate governance surveys
• Sponsored training courses: being a Director 1 & 2
• Cyber Vulnerability Scan (CVS) - A vulnerability scan is an inspection of the potential weaknesses in the security of a computer network. The CVS only requires the details of your externally facing internet protocol (“IP”) addresses, in order to examine for known vulnerabilities. Therefore it sees only what an outside intruder would see (like your locks, alarm and motion detectors) and tests the perimeter security – with no work required by you. Download our CVS Brochure here.

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Important Documents:

Important Notice:

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