Directors’ & Officers’ Liability

OVERVIEW

THE NEED

King III and The Companies Act No. 71 of 2008 renders Directors’ and Officers’ Liability Insurance crucial for all companies regardless of size or incorporation. Directors and officers now find themselves in a far more onerous position than ever before, with legislation holding them more accountable for any wrongful act or negligent actions, as well as breaches of their fiduciary duties.

Moving South Africa in line with international trends of Alternate Dispute Resolution (ADR), the King III Report recommends that ADR clauses be included in all business contracts. It suggests that mediation should be used as a management tool and as a dispute resolution instrument that allows for efficient, cost-effective and private settlements. The Camargue Directors’ and Officers’ Liability cover product comes with the use of dispute resolution services. A director would have already covered that aspect of his/her duty toward the company by purchasing the insurance policy.

The Companies Act No. 71 of 2008 also changes the business landscape substantially, as far as the incorporation, administration and management of companies is concerned. Ushering in a new era of uncharted territory for directors and officers in South Africa, no person should consider taking up a position as a director before ensuring that there is a Directors’ and Officers’ Liability insurance policy in place. When a board of directors is assembled, it is best to have a Directors’ and Officers’ Liability policy in place to manage the risk exposure faced by these directors.

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 purchase of directors’ insurance. Directors’ and Officers’ 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.

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

  • 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:

  • 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 (if applicable)

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.

Risk Management services included in the policy cover:

  • Corporate Governance Surveys
  • Crisis Communication & Public Relations
    Skilled support in managing public relations crises and avoiding online media disasters.
  • 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.
  • Membership
    Sponsored membership with the Institute of Directors South Africa (IoDSA) for 5 executive board members.
  • Private Arbitration Services
    Offered through TOKISO Dispute Settlement – this service works towards the 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.
  • Training
    Sponsored training courses: being a Director 1 & 2.

DIVISIONAL CONTACTS

Vaidah Chipadza
Divisional Director

011 778 9156 / 084 338 7518 vaidah@camargueum.co.za

Nomagugu Sibindi
Senior Underwriter

011 778 9149 / 073 294 9129 nomagugu@camargueum.co.za

For general queries, please contact us at fiduciary@camargueum.co.za

IMPORTANT DOCUMENTS

Important Notice:

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