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:

• Private Arbitration Services    
  Offered through TOKISO Dispute Settlement – this service works towards fast, equitable resolution of disputes between the insured and their clients. As far as possible court proceedings are avoided saving time, money and more importantly reputation.
• Membership of the Institute of Directors Southern Africa (IoDSA)    
  Sponsored membership for 5 executive board members
• Corporate governance surveys
• Sponsored training courses: being a Director 1 & 2

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Important Documents:

Important Notice:

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