> _Markdown transcription of Zurich Zurich Directors and Officers Liability policy wording, effective 2021-12-13. Source: https://www.zurich.co.nz/content/dam/nz-documents/financial-lines/directors-and-officers-insurance/d-and-o-liability-insurance-policy.pdf_ --- # Directors and Officers Liability Insurance – Policy Wording ## Welcome to Zurich ### About Zurich The insurer of this product is Zurich Australian Insurance Limited (ACN 000 296 640, an overseas registered company incorporated in Australia) (ZAIL), trading as Zurich New Zealand. In this policy wording, ZAIL may also be expressed as 'Zurich', 'we', 'us' or 'our'. ZAIL is part of the Zurich Insurance Group, a leading multi-line insurer that serves its customers in global and local markets. Zurich provides a wide range of general insurance and life insurance products and services in more than 210 countries and territories. Zurich's customers include individuals, small businesses, mid-sized and large companies, including multinational corporations. ### Important Information This is a 'Claims Made and Notified' insurance policy. It only provides cover if: 1. A claim is made against the insured, by some other person and notified to us, during the period when the policy is in force; and 2. The claim arises out of an occurrence which takes place after the continuity date stipulated in the policy schedule. ### Duty of Disclosure Before you enter into a contract of general insurance with us, you have a duty to disclose to us every matter you know, or could reasonably be expected to know, that a prudent insurer would want to take into account in deciding whether to insure you and, if so, on what terms. This applies to all persons to be covered under this contract of insurance. You have the same duty to disclose those matters to us before you renew, extend, vary or reinstate a contract of general insurance. Your duty however, does not require disclosure of a matter: - that diminishes the risk to be insured; - that is of common knowledge; - that we know or in the ordinary course of our business we ought to know; or - that we indicate to you that we do not want to know. ### Non-disclosure or Misrepresentation If you make a material misrepresentation to us, or if you do not comply with your duty of disclosure, we may treat your policy as if it never existed. ### Our Contract with You This Policy is a contract of insurance between the policyholder and Zurich and contains all the details of the cover that we provide. The Policy is made up of: - the Policy Wording. It tells you what is covered, sets out the claims procedure, exclusions and other terms and conditions of cover; - the proposal which is the information provided to us when applying for insurance cover; - the most current Policy Schedule issued by us. The schedule is a separate document unique to you, which shows the insurance details relevant to you. It includes any changes, exclusions, terms and conditions made to suit your individual circumstances and may amend the policy; and - any other written change otherwise advised by us in writing (such as an endorsement). These written changes vary or modify the above documents. Please note, only those covers shown in the Policy Schedule are insured. This document is used for any offer of renewal we may make, unless we tell you otherwise. Please keep your policy in a safe place. We reserve the right to change the terms of this product where permitted to do so by law. --- ## Directors and Officers Liability Insurance Policy In consideration of the payment of the premium, and in reliance upon the statements made in the proposal, and subject to the terms of this Policy (including any endorsement hereto), coverage under this Policy is afforded solely for financial loss resulting directly from claims first made against the insured or pre-claim events or other Extensions of Cover first occurring during the period of insurance or the extended reporting period (if applicable) and notified to us as required by Section 6 of this Policy. ## 1. Insurance Clauses ### 1.1 Insured Person We will pay to or on behalf of an insured person the financial loss that arises from a claim made against such insured person, except to the extent that it is indemnifiable financial loss by the company. ### 1.2 Company Reimbursement We will pay to or on behalf of the company that portion of the financial loss that constitutes indemnifiable financial loss, and results from a claim made against an insured person. ## 2. Extensions of Cover Subject to all the terms, conditions, exclusions and limitations of this Policy, cover is extended as follows: ### 2.1 Investigations We will pay the investigation costs of an insured person resulting from an investigation. ### 2.2 Assets and Liberty Protection Cover We will pay to or on behalf of an insured person, the: 2.1.1 civil or bail bond fees; 2.1.2 prosecution costs; and 2.1.3 assets and liberty protection costs, incurred by the insured person, with our prior consent (such consent not to be unreasonably withheld or delayed), in relation to a deprivation of asset and liberty proceeding against such insured person. The cover provided under this Extension shall be subject to the applicable sub-limit of liability specified in the schedule. ### 2.3 Non-Executive Director Additional Protection We will pay the excess limit of liability for that portion of the financial loss of a non-executive director that arises from a claim made against such non-executive director. The coverage provided under the excess limit of liability shall be available specifically excess of, and shall not drop down to be primary insurance until the exhaustion of: (i) the limit of liability of this Policy; (ii) the limit of liability of all other applicable directors and officers/management liability insurance policies written as specific excess over this Policy, or otherwise; and (iii) any and all contractual or statutory entitlement to indemnification available to any non-executive director or officer from any source whatsoever. This Extension of cover shall not apply to indemnifiable financial loss. ### 2.4 Pre-Claim Event We will pay to or on behalf of an insured person the pre-claim costs incurred, with our prior consent, by such insured person in connection with a pre-claim event. The cover provided under this Extension shall be subject to the applicable sub-limit of liability specified in the schedule. ### 2.5 Civil and Administrative Fines and Penalties We will pay civil and administrative fines and penalties imposed on an insured person that arise from a covered claim made against such insured person, but only to the extent that such civil and administrative fines and penalties are insurable under both the law applicable to this Policy and the jurisdiction in which such civil and administrative fines and penalties are imposed or levied. The burden of proving the insurability of such civil and administrative fines and penalties remains with the insured person. Coverage under this Extension applies only once such insurability is determined by final adjudication, or final regulatory enforcement or proceeding. The cover provided under this Extension shall be subject to the applicable sub-limit of liability specified in the schedule. ### 2.6 Extradition We will pay to or on behalf of an insured person the extradition costs arising from an extradition claim made against such insured person. The cover provided under this Extension, in the aggregate for clauses defined under definition 4.24, shall be subject to the applicable sub-limit of liability specified in the schedule. ### 2.7 Insolvency Hearing We will pay to or on behalf of an insured person the insolvency hearing costs. The cover provided under this Extension shall be subject to the applicable sub-limit of liability specified in the schedule. ### 2.8 Loss Mitigation We will pay to or on behalf of an insured person any mitigation costs incurred during the period of insurance provided that, and as a condition precedent to coverage under this Extension: (i) notification is made to and accepted by us in accordance with Section 6 of this Policy; and (ii) if such notification were to give rise to a claim, such claim would be covered under this Policy; and (iii) before incurring any mitigation costs, the insured person demonstrates to us the reasonableness and necessity of the proposed actions and costs to mitigate or avoid a covered claim, and receive our express prior consent for such mitigation costs; and (iv) we shall be entitled to associate fully with the insured person in relation to the proposed actions before they are undertaken and we shall be kept fully updated. The burden of proving that the potential claim would be covered under this Policy shall rest with the insured person. The cover provided under this Extension shall be subject to the applicable sub-limit of liability specified in the schedule. ### 2.9 Personal Reputation Restoration We will pay the personal reputation restoration expenses of an insured person (and of the company to the extent the company has indemnified such insured person for such financial loss) resulting directly from a personal reputation crisis. The personal reputation crisis must first arise during the period of insurance and must relate to a claim or investigation. A personal reputation crisis shall be deemed to 'first' arise when such press release or publication was first released. A personal reputation crisis shall conclude once the public relations/crisis management consultant advises the policyholder or such insured person that such personal reputation crisis no longer exists or when the sub-limit of liability has been exhausted. The cover provided under this Extension shall be subject to the applicable sub-limit of liability specified in the schedule. ### 2.10 Taxes and Social Security Contributions We will pay to or on behalf of an insured person the unpaid corporate taxes and/or social security contributions owed by the company due to the company's financial impairment to the extent that: (i) it is determined by final legal adjudication that the insured person is personally liable for payment of such taxes and/or social security contributions in the jurisdiction in which the claim is made; and (ii) such taxes and/or social security contributions do not constitute indemnifiable financial loss; and (iii) such taxes and compensation are not owed as the result of any intentional, criminal or wilful act to breach any statutory or contractual duty governing the payment of such taxes or compensation by such insured person. The cover provided under this Extension shall be subject to the applicable sub-limit of liability specified in the schedule. ### 2.11 Health and Safety We will pay to or on behalf of an insured person: 2.11.1 financial loss, including investigation costs, arising directly from a claim made or investigation commenced against such insured person, by an official body in relation to any alleged breach of workplace health and safety laws; or 2.11.2 defence costs and/or investigation costs in relation to any corporate manslaughter proceeding. The cover provided under this extension shall be subject to the applicable sub-limit of liability specified in the schedule. ### 2.12 Environmental Claim We will pay to or on behalf of an insured person or the company, where it has indemnified an insured person, the financial loss that arises from an environmental claim made against such insured. The cover provided under this Extension, and any cover provided under this Policy for an environmental claim shall be subject to the applicable retention and the sub-limit of liability as specified in the schedule. ### 2.13 Cyber Event #### 2.13.1 Education & Training We will pay for all reasonable and necessary costs and expenses of the company that arise from a cyber event for educational or training programs for any director or officer in connection with a covered claim made against an insured. #### 2.13.2 Loss of Data We will pay for all reasonable and necessary costs and expenses of the company that arise following a cyber event for the hiring of an IT security consultant to review and revise existing data protection policies or develop an internal incident response plan in connection with a covered claim made against an insured. The cover provided under this Extension shall be subject to the retention applicable for Insurance Clause 1.2 and the sub-limit of liability, for clause 2.13.1 and 2.13.2 combined, as specified in the schedule. ### 2.14 Derivative Demand Investigation We will pay the derivative demand investigation costs incurred by the company in connection with a security holder derivative demand. The cover provided under this Extension shall be subject to the retention applicable for Insurance Clause 1.2 and the sub-limit of liability as specified in the schedule. ### 2.15 Derivative Shareholder Claims Indemnity We will pay the costs incurred by the company if the company is ordered by a court to pay the costs of shareholder claimants pursuing a security holder derivative demand against an insured person. We will pay such costs provided that such security holder derivative demand constitutes a claim otherwise covered under this Policy. The cover provided under this Extension shall be subject to the retention applicable for Insurance Clause 1.2 and the sub-limit of liability as specified in the schedule. ### 2.16 Emergency Costs If our prior consent cannot reasonably be obtained in a timely manner by an insured before defence costs, pre-claim costs, investigation costs, extradition costs or asset and liberty protection costs are incurred, with respect to a covered claim, we shall provide retroactive approval, in accordance with Section 6.4 of this Policy. The cover provided under this Extension shall be subject to the applicable retention (whenever applicable) and the sub-limit of liability as specified in the schedule. ### 2.17 Extended Reporting Period #### 2.17.1 Non-Renewal In the event this Policy is not renewed by either Zurich or the policyholder, the policyholder shall be entitled to an extended reporting period as follows: (a) automatically for ninety (90) days at no additional premium; or (b) for the period specified in the schedule, subject to the policyholder making a written request for such extended reporting period no later than thirty (30) days after the expiry of the period of insurance and duly paying the applicable required additional premium. If our offer of renewal cover are on terms which differ from the ones contained in the expiring Policy, including but not limited to the limit of liability and retention, this does not constitute non-renewal. #### 2.17.2 Change in Control In the event of a change in control, the policyholder does not have the right to automatically elect an extended reporting period as set out under 2.17.1 above but shall be entitled to request an offer from us for an extended reporting period, subject to the policyholder making a request for such extended reporting period no later than thirty (30) days after the change in control, unless a period extension is otherwise granted through a different provision of this Policy, and duly paying the applicable additional premium. #### 2.17.3 Insured Person ERP Election If the policyholder is entitled to but does not exercise an extended reporting period as described in clauses 2.17.1 or 2.17.2 above, and this Policy is neither renewed nor replaced with any other directors and officers liability policy, then any insured person(s) may request an extended reporting period. If we consent to such extended reporting period, it shall also set the additional premium which shall be duly paid by such insured person. The extended reporting period will only apply to the financial loss of the specific insured person(s) who elected such extended reporting period arising from claims against such insured person(s). Only one extended reporting period shall apply to all such insured persons (combined), in the aggregate. The right of election under this Extension shall lapse unless notice of such election is given by the insured person to us within thirty (30) days after the policyholder's right to exercise the extended reporting period has expired. #### 2.17.4 Retired Directors and Officers Protection We will provide unlimited extended reporting period under this Policy for any director or officer who has retired from their position(s) as director or officer with the company solely as a result of them being required to retire on account of any age limit or limit on length of service in any applicable service contract or policy of the company during: (a) the period of insurance of this Policy; or (b) the period of insurance of any other directors and officers' insurance policy issued by us to the policyholder of which this Policy is a continuous renewal, to the extent that this Policy is not renewed or replaced or where such renewal or replacement does not specifically provide extended reporting period cover for such directors or officers. This Extension shall not apply to that portion of financial loss indemnified by a company or to any directors or officers who retired from their positions with the company for any other reason, including (but not limited to) in connection with or after a change in control. With respect to the foregoing clauses 2.17.1 to 2.17.4, cover during the extended reporting period is provided up to the amount of the remaining unexhausted limit of liability available for this Policy. Furthermore, an extended reporting period shall terminate immediately upon its expiry or the effective date of either of the following events (whichever occurs first): (i) the renewal of this Policy by us; or (ii) the replacement of this Policy by any other insurance policy, issued by us or any other insurance company, covering wholly or substantially or partially the same risk. The additional premium for any extended reporting period shall be deemed fully earned at the inception of the extended reporting period. ### 2.18 Continuous Cover Notwithstanding Exclusion 5.4 'Prior and Pending Claims or Notification', and subject to Condition 7.17 'Non-disclosure and Misrepresentation Waiver', we will pay financial loss which arises from any claim or investigation first made against an insured during the period of insurance arising from a prior known fact, provided always that: 2.18.1 the insured has maintained without interruption, Directors' and Officers Liability insurance from the continuity date to the present date; and 2.18.2 neither the claim nor the prior known fact has been notified to us earlier or to any other insurer under any policy at any time; and 2.18.3 cover under this Extension will be pursuant to the terms, conditions, and exclusions of the policy in force at the time the insured first became aware of the prior known fact, but only where such earlier policy affords no greater or wider cover in respect of the claim than the provisions of this policy. --- ## 3. Changes in Risk ### 3.1 Changes in Subsidiary If during the period of insurance, the policyholder, either directly or indirectly through one or more of its subsidiaries, sells off, spins off, merges or liquidate any subsidiary, coverage under this Policy with respect to such subsidiary shall continue until expiry of the period of insurance only for claims: 3.1.1 resulting from wrongful acts by an insured of such subsidiary or events taking place prior to the selling off, spinning off, merger or liquidation of such subsidiary; and 3.1.2 first made during the period of insurance or the extended reporting period (if applicable); and 3.1.3 where only the insured, not the divested subsidiary, remains legally or contractually liable for such claim. The policyholder shall provide notice to us within ninety (90) days of such sell-off, spin-off, merger, or liquidation or before the expiry of the period of insurance, whichever occurs first. ### 3.2 New Subsidiaries If during the period of insurance, the policyholder, either directly or indirectly through one or more of its subsidiaries, acquires or creates a new subsidiary, coverage under this Policy is automatically extended to such new subsidiary and its insureds, unless such subsidiary: 3.2.1 has total consolidated assets for the last complete accounting period prior to the acquisition which are greater than twenty per cent (20%) of the total consolidated assets that the policyholder declared at the inception of this period of insurance or reported in the latest audited annual report; or 3.2.2 has securities publicly traded on any securities' exchange; or 3.2.3 is a financial institution. If a newly acquired or created subsidiary falls into 3.2.1 to 3.2.3 above, such entity will be covered under this Policy, but only for a period of thirty (30) days from the effective date of acquisition or creation by the policyholder, or until the end of the period of insurance, whichever occurs first, provided the policyholder pays any additional premium required by us in connection with such new subsidiary. We may, in our sole discretion, extend coverage for any such new subsidiary beyond the thirty (30) day period if during the thirty (30) day period, the policyholder: (a) requests an extension of this Policy for such subsidiary to us; and (b) give us enough details to allow us to assess and evaluate the potential increase in exposure; and (c) agrees to any additional premium and amendments to the Policy required by us at our sole discretion. Unless otherwise agreed in and attached as an endorsement to this Policy, cover under this Policy for such subsidiary first acquired or created during the period of insurance shall only apply for wrongful acts or other acts, facts or event covered under this Policy, committed or occurring or taking place after such entity is first acquired or created and whilst remaining a subsidiary of the policyholder. ### 3.3 Change in Control If during the period of insurance, a change in control occurs, coverage under this Policy shall only apply in respect of wrongful acts or other events covered by this Policy committed or occurring prior to the effective date of a change in control. As a condition precedent to coverage under this Policy, the policyholder shall give notice to us of such change in control as soon as reasonably practicable, however no later than thirty (30) days after the change in control. Notwithstanding the effect on cover caused by such change in control there shall be no entitlement to cancellation of this Policy by any party (other than for non-payment of premium) and the entire premium for this Policy shall be deemed to have been fully earned as of the date of such change in control. ### 3.4 Public Offering of Securities If during the period of insurance, the policyholder or any subsidiary: 3.4.1 announces its intention to make, or undergoes, a public offering(s) of its securities on any market or exchange, whether its securities are already traded or not by any means; or 3.4.2 causes its securities to be listed on any market or exchange on which its securities were not traded as of the inception date, or on the date of renewal, of this Policy; or 3.4.3 de-lists or changes the listing status or level of any of its securities or increases any level ADR to either a higher-level ADR or a direct US listing with a requirement to file an annual report form 10K or 20F, then we shall not be liable to make any payment for financial loss in connection with any claim alleging, arising from, based upon, attributable to or as a consequence of such intended or actual offering, delisting or change in listing of securities, including the prospectus or any other disclosures made in connection with such offering, delisting or change in listing, unless the policyholder agrees to any amendments to this Policy and pays any additional premium required by us related to such offering. The policyholder shall make a request for such coverage within thirty (30) days following the public announcement of such offering, delisting or change in listing and in any case prior to the actual offering, delisting or change in listing. --- ## 4. Definitions When used in this policy, its schedule and its Endorsements, the following definitions shall apply: ### 4.1 Asset and Liberty Protection Costs asset and liberty protection costs mean reasonable and necessary fees, costs, charges and expenses by an insured person in defending a deprivation of asset and liberty proceeding against such insured person. ### 4.2 Bodily Injury bodily injury means illness, injury, sickness, mental anguish, emotional distress, disease or death of any person. ### 4.3 Change in Control Change in Control means: 4.3.1 any event wherein any person, entity or group: (i) acquires more than 50% of the policyholder's share capital; (ii) acquires the majority of the voting rights in the policyholder; (iii) assumes the right to appoint or remove the majority of the board of directors (or equivalent position) of the policyholder; (iv) assumes control pursuant to a written agreement with other shareholders over the majority of the voting rights in the policyholder; (v) merges with the policyholder, such that the policyholder is not the surviving entity; or (vi) is appointed as a trustee in bankruptcy, administrator, receiver, liquidator, conservator, rehabilitator (or equivalent official or person in the applicable jurisdiction) for the policyholder, or the policyholder becomes a debtor-in-possession (or equivalent status in the applicable jurisdiction). 4.3.2 the nationalisation of the policyholder by the taking of the insured's assets directly or indirectly, in whole or in substantial part, into state or government ownership; or 4.3.3 any government, quasi-government or government agency (including the International Monetary Fund), other regulatory agency, body or funding entity or financial stability fund: (i) assuming the voting control of a shareholders' meeting of the policyholder; (ii) dismissing the Board of Directors of the policyholder; (iii) appointing a management committee of the policyholder; or (iv) taking over the operations of the policyholder either in part or in whole, or disposing of such an undertaking, either in part or in whole. ### 4.4 Civil or Bail Bond Fees civil or bail bond fees mean the commercially reasonable fee arrangement or premium (and only that which is available at reasonable commercial rates) to obtain a bond or other similar financial instrument in respect of an insured person's contingent obligations imposed by a court in connection with a claim and excluding the amount of any bond or other guarantee itself. ### 4.5 Civil and Administrative Fines and Penalties civil and administrative fines and penalties mean: 4.5.1 civil, administrative or regulatory monetary penalties directly assessed by an official body against an insured person for a violation of any law, regulation or statute but only if such fines and penalties are not relating to or resulting from a knowing, wilful or criminal violation of law; and 4.5.2 civil monetary penalties directly assessed against an insured person pursuant to Section 2(g)(2)(B) or Section 78ff(c)(2)(B) of the United States (U.S.) Foreign Corrupt Practices Act, 15 U.S.C. Section 78dd-2(g)(2)(B) or any similar legislation of any other country. ### 4.6 Claim claim means: 4.6.1 a written demand, at the time of the insured's receipt of such demand, for monetary, non-monetary or injunctive relief or other legal remedy, except where such demand is made by the company, unless the demand is a required precursor to the commencement of any civil proceeding as described in clause 4.6.2, in which case, the claim is deemed to be made at the time of the Insured's receipt of such written demand; 4.6.2 a civil or criminal proceeding (including any counter-claim) commenced by the service of a complaint or similar pleading; 4.6.3 a regulatory or administrative proceeding, commenced by the filing of a notice of charges or similar document; or 4.6.4 arbitration proceeding against any insured or mediation or other dispute resolution process, alleging a wrongful act; and 4.6.5 for the purposes of determining cover and the applicability and interpretation of the terms and conditions of Section 3, 5, 6 and 7 of this Policy, the term claim shall also include a pre-claim event, investigation, corporate manslaughter proceeding, security holder derivative demand, securities claim, employment practices claim, environmental claim and extradition claim. ### 4.7 Clean Up Costs clean up costs mean reasonable costs, expenses (including but not limited to legal and professional fees) incurred in testing for, monitoring, cleaning up, removing, containing, treating, neutralising, detoxifying, reducing, remediating or assessing the effects of pollutants or greenhouse gases. ### 4.8 Company company means: 4.8.1 the policyholder; 4.8.2 any subsidiary; and 4.8.3 any charitable foundation or charitable trust established and controlled by the company. Company does not include any pension or superannuation fund, trust or scheme. ### 4.9 Continuity Date continuity date means or insured persons, the Continuity Date for insured persons specified in the schedule. ### 4.10 Corporate Manslaughter Proceeding corporate manslaughter proceeding means a criminal proceeding for manslaughter against a director or officer in their capacity as such for a company, arising out of an incident giving rise to one or more fatalities in which the company is implicated or alleged to have played some part, including but not limited to involuntary, constructive or grossly negligent manslaughter, and directly related to the business of the company. ### 4.11 Cyber Event cyber event means: 4.11.1 a privacy event; and/or 4.11.2 a security event. ### 4.12 Defence Costs defence costs mean reasonable and necessary fees (including but not limited to attorneys' fees and experts' fees), costs, charges and expenses (other than regular or overtime wages, salaries, remuneration or fees of a director or officer or an employee of the company) incurred with our prior consent: 4.12.1 by or on behalf of the insured in the investigation, defence, discharge, dismissal, adjustment, settlement or appeal of any claim; 4.12.2 by any accredited expert retained through defence lawyers, on behalf of the insured to prepare an evaluation, report, assessment, diagnosis or rebuttal of evidence in connection with the defence of a claim; 4.12.3 by an insured person for counsel within their country of domicile to interpret and apply advice received from counsel in a foreign jurisdiction in response to a claim brought in such foreign jurisdiction; 4.12.4 by the insured in conducting any proceeding for indemnity, contribution or recovery relating to such claim; and 4.12.5 by the insured in the pursuit of any appeal from a final award of a court, tribunal or alternative dispute resolution process binding on the insured and resulting from such claim. ### 4.13 Deprivation of Assets and Liberty Proceeding deprivation of assets and liberty proceeding shall mean any formal or official proceeding brought against an insured person by any official body, resulting directly from or as part of a covered claim, seeking: 4.13.1 confiscation, assumption of ownership and control, suspension or freezing of rights of ownership of real property or personal assets of such insured person; 4.13.2 a charge over real property or personal assets of such insured person; 4.13.3 a temporary or permanent prohibition on such insured person from holding the office of or performing the function of a director or officer (or equivalent) of any entity; 4.13.4 restriction of such insured person's liberty to a specified domestic residence or an official detention; 4.13.5 a prohibition on such insured person departing from a country; or 4.13.6 deportation of such insured person following revocation of otherwise proper, current and valid immigration status for any reason other than such insured person's conviction of a crime. ### 4.14 Derivative Demand Investigation Costs derivative demand investigation costs mean the reasonable and necessary legal and other fees, costs and expenses (other than regular or overtime wages, salaries or fees of a director or officer, or employee of the company) incurred, with our prior consent, by the company (including its Board of Directors, any committee of its Board of Directors or Supervisory Board Members) in investigating or evaluating the wrongful acts alleged in a security holder derivative demand. ### 4.15 Director or Officer director or officer means any natural person who is a past, present or future director or officer duly elected or appointed as a director, officer, management committee member, member of the board of managers, supervisory board member, management board member, trustee or governor, or equivalent position in a foreign jurisdiction, of the company, including a non-executive director or independent director of the company. ### 4.16 Employee employee means a natural person while acting in the regular service of the company in the ordinary course of the company's business and whom the company compensates by salary, wages and/or commissions and has the right to govern, instruct and direct in the performance of such service. The definition of employee shall not include independent contractors. ### 4.17 Employment Practices Claim employment practices claim means a claim based upon or alleging an employment practices wrongful act. ### 4.18 Employment Practices Wrongful Act employment practices wrongful act means: 4.18.1 any actual or alleged act, error or omission with respect to any employment or prospective employment of any past, present, future or prospective employee or director or officer of the company; or 4.18.2 a proceeding, investigation or charge brought by or before the Human Rights Commission (or similar body). Such proceeding, investigation or charge will be deemed to be made against an insured person when it is first brought. ### 4.19 Environmental Claim environmental claim means any claim based upon, arising out of or attributable to: 4.19.1 the actual, alleged or threatened discharge, release, escape, seepage, migration or disposal of pollutants or greenhouse gases into or on real or personal property, water or the atmosphere; or 4.19.2 any direction or request that the company or the insured persons test for, monitor, clean up, remove, contain, treat, detoxify or neutralise pollutants or greenhouse gases, or any voluntary decision to do so, whether or not such greenhouse gases are pollutants. ### 4.20 Excess Limit of Liability The additional excess limit of liability means our maximum liability per non-executive director, as specified the schedule, arising from all claims made against such non-executive director, and in the aggregate, as specified in the schedule, for all claims against all non-executive directors combined, payable under this Policy for all financial loss, as set out in Extension 2.3 Non-Executive Director Additional Protection. ### 4.21 Extended Reporting Period extended reporting period means the period immediately following the period of insurance during which the insured may notify us of any claim first made during such period solely for a wrongful act, or of any investigation or pre-claim event, in connection with facts, acts or events, first occurring or arising prior to the expiration of the period of insurance. ### 4.22 Extradition extradition means any formal process by which an insured person located in any country is surrendered to any other country for trial or otherwise to answer any criminal accusation resulting directly from another claim (other than an extradition claim) that is covered under this Policy. ### 4.23 Extradition Claim extradition claim means an official request for extradition or the execution of a warrant for arrest where such execution is an element of the extradition. ### 4.24 Extradition Costs extradition costs shall mean reasonable and necessary fees, costs and expenses incurred, with our prior consent, such consent not to be unreasonably withheld or delayed, in connection with: 4.24.1 an insured person lawfully: (a) opposing, challenging, resisting or defending any extradition claim; or (b) appealing any order or other grant of extradition of such insured person; 4.24.2 an insured person retaining the services of an accredited crisis counsellor and/or tax advisor and/or public relations consultant, exclusively and directly in connection with the extradition of that insured person; or 4.24.3 the overseas travelling costs (one round trip) and accommodation for the insured person, his/her lawful spouse or domestic partner and any children under the age of eighteen, directly in connection with the extradition of such insured person. ### 4.25 Financial Impairment financial impairment means the status of the company resulting from: 4.25.1 the appointment by any governmental, provincial, federal or state official, agency or court of any trustee in bankruptcy, administrator, receiver, liquidator, conservator, rehabilitator (or equivalent official or person in the applicable jurisdiction) to take control of, supervise, manage or liquidate the company; or 4.25.2 the company becoming a debtor in possession (or the equivalent status in the applicable jurisdiction). ### 4.26 Financial Institution financial institution means any bank, credit institution, financial institution, finance company, any type of investment fund or undertaking for collective investment in securities, investment firm, asset management company, fund manager, fund administrator, custodian, central securities depository, investment trust, savings and loan association, building society, credit union, stockbroker, insurance or reinsurance company (other than a captive owned by the policyholder), investment exchange, clearing house, securities or insurance underwriter, crypto-currency companies (consisting of companies that engage in digital currencies or digital currency derivatives, including but not limited to digital currency exchanges, wallet providers, digital currency brokers and asset management, electronic trading platforms and OTC trading of digital currencies, financial services, payment gateway services and mining) or any entity established principally for the purpose of carrying on commodities, futures or foreign exchange trading or any other similar entity. ### 4.27 Financial Loss financial loss means the total amount the insured is liable to pay for: 4.27.1 compensatory damages and related costs resulting from a claim made against such insured, for which coverage applies, awarded pursuant to a judgment or other adjudication of a court or tribunal by whose jurisdiction the insured is bound, or following arbitration or other alternative dispute resolution processes whose findings are binding upon the insured, including, but not limited to judgments (and any award of pre-judgment and post-judgment) interest on, and plaintiff's or claimant's legal fees awarded with respect to covered damages or compensation for damages awarded by an official body; 4.27.2 a settlement negotiated by the insured with our prior consent in accordance with the provisions of this Policy; 4.27.3 defence costs; 4.27.4 investigation costs, civil or bail bond fees, prosecution costs, assets and liberty protection costs, pre-claim costs, civil and administrative fines and penalties, extradition costs, insolvency hearing costs, mitigation costs, personal reputation restoration expenses solely with respect to Insurance Clause 1.1; and 4.27.5 amounts as set forth in the following Extensions of this Policy: (i) 2.3 – Non-Executive Director Additional Protection, solely with respect to Insurance Clause 1.1; (ii) 2.10 – Taxes and Social Security Contributions, solely with respect to Insurance Clause 1.1; (iii) 2.11 – Health and Safety, solely with respect to Insurance Clause 1.1; (iv) 2.12 – Environmental Claim; (v) 2.13 – Cyber Event; (vi) 2.14 – Derivative Demand Investigation; and (vii) 2.15 – Derivative Shareholder Claims Indemnity. Financial loss does not include any of the following: 4.27.6 any amount not indemnified by the company for which the insureds are absolved from payment by reason of any covenant, agreement or court order; 4.27.7 any damages award as a result of an employment practices claim for which the company and an insured person are jointly liable to pay, except where the company is unable to pay such damages award due to financial impairment; 4.27.8 taxes and social security contributions, other than as provided under Extension 2.10; 4.27.9 social or pension benefits or contributions, wages, salaries or other remuneration or employment related benefits paid by or to any insured, except for employee (other than directors or officers) compensation (other than bonus) owed by the company, to the extent that: (i) it is determined by law that the directors or officers are personally liable for such compensation; (ii) due to financial impairment of the company and (iii) it is not indemnifiable financial loss; 4.27.10 fines or penalties, other than as provided under Extension 2.5, or punitive, exemplary or multiple damages, except: (i) when such damages are assessed or imposed with respect to a covered claim, other than an employment claim; and (ii) if and only to the extent that such damages are insurable under the law applicable to this Policy, and in the jurisdiction in which such damages are assessed or imposed, and such claim is made or the wrongful act that gave rise to a claim took place. 4.27.11 any amount incurred by the company that represents or is substantially equivalent to an increase in the consideration paid or proposed to be paid by a company in connection with its purchase of any securities or assets; 4.27.12 clean up costs; 4.27.13 remuneration payable to any insured, cost of any insured's time or costs or overhead of any company or of any outside entity; 4.27.14 disgorgement or restitution of any ill-gotten gains; or 4.27.15 matters which are uninsurable under the law pursuant to which this Policy is construed. Nonetheless, it is understood and agreed that we shall not assert that any defence costs or settlements incurred by an insured person are uninsurable due to the insured person's actual or alleged violation of Section 11, 12 or 15 of the U.S. Securities Act of 1933 (as amended) unless declared uninsurable by court order or determination. ### 4.28 Indemnifiable Financial Loss indemnifiable financial loss means the financial loss which the company is not specifically prohibited from indemnifying the insured person for, by reason of the law applicable to the company, the company's statutes or by-laws, or any resolution of the company's shareholders, unless the company is unable to indemnify the insured person due to financial impairment. ### 4.29 Insolvency Hearing Costs insolvency hearing costs mean reasonable and necessary fees, costs and expenses incurred, with our prior consent, to retain legal advice for an insured person's preparation for and attendance at any formal or official hearing in connection with an investigation or inquiry into the affairs of the company or an insured person in the capacity of a director or officer, following a request in writing from any trustee in bankruptcy, administrator, receiver, liquidator, conservator, rehabilitator (or equivalent official or person in the applicable jurisdiction), where the facts underlying such written request, investigation or inquiry may reasonably be expected to give rise to a claim against such insured person. In no event shall insolvency hearing costs include the remuneration of any insured person, the costs of their time or any other costs or overheads of any company. ### 4.30 Insured insured means any: 4.30.1 insured person; and 4.30.2 the company, but only with respect to Extensions 2.13 through 2.15. ### 4.31 Insured Person insured person means any natural person who is, was or during the period of insurance becomes: 4.31.1 a director or officer; 4.31.2 an outside entity executive; 4.31.3 an employee of the company: (i) while acting in a managerial or supervisory capacity for the company; (ii) who is required to co-operate with an investigation; (iii) named as a co-defendant with a director or officer of the company in a claim, including in a securities claim or an employment practices claim; or (iv) to whom the Financial Conduct Authority or Prudential Regulation Authority has given approval to perform one or more of controlled functions for a company pursuant to Section 59 of the UK Financial Services and Markets Act of 2000, or the equivalent position under any other similar statute, law, rule or regulation in any other jurisdiction; 4.31.4 a de facto director including any person who has not been validly appointed as a director who acts in the position of a director; or the directors of the company are accustomed to act in accordance with the person's instructions or wishes; 4.31.5 named as a prospective director in the listing particulars or prospectus for a public offering of securities issued by any company; 4.31.6 member of the company's internal audit committee, internal compensation committee, or any other internal board committee of and for the company; and 4.31.7 a General Counsel or Risk Manager of the policyholder, but, with regard to all of the foregoing, only when and to the extent that such insured person is acting or has acted in their capacity as an insured person. Insured person is extended to include: 4.31.8 a lawful spouse or person recognised by law as a domestic partner; and 4.31.9 estates, heirs, legal representatives (such as a guardian, administrator or receiver in bankruptcy) or any assigns or executor of a deceased, incompetent, insolvent or bankrupt estate, of an insured person referred to in clauses 4.31.1 to 4.31.7 above, but solely in relation to wrongful acts by such insured person, and only in the event and to the extent that the financial loss would be covered under this Policy if incurred by such insured person. Insured persons shall not include any auditor, receiver, consultant, conservator, liquidator, administrator, trustee, rehabilitator or the equivalent in any other jurisdiction elected by or appointed to by the company. ### 4.32 Internal Investigation internal investigation means a written request for an insured person to: 4.32.1 appear at a meeting or interview (including a request to provide a written response); or 4.32.2 produce documents, records or electronic information that concerns an insured person in their insured capacity, but only if the request is made on behalf of the company by its board of directors (or the equivalent management body) or any supervisory board or committee of the board of directors (or the equivalent management body) and alleging an actual or suspected material breach of an insured person's legal or regulatory duties which constitutes a wrongful act. Internal investigation shall not include any regular or routine regulatory or internal supervision, inspection, compliance, review, examination, production or audit, including any request for mandatory information from any regulatory entity, conducted in a company's normal review or compliance process. In connection with any internal investigation, we shall only be liable to pay costs that are not indemnifiable financial loss. ### 4.33 Interrelated Wrongful Acts interrelated wrongful acts mean all wrongful acts, including all wrongful acts that have as a common nexus any fact, act, circumstance, event, transaction, cause or series of causally connected facts, acts, circumstances, events, transactions or causes. ### 4.34 Investigation investigation means any civil, criminal, administrative or regulatory investigation, hearing, official examination or inquiry: 4.34.1 into the affairs of the company or an insured person, commenced by or brought by an official body, once an insured person is required in writing (including by the service of a target letter or Wells Notice) by the official body to attend an interview or to provide information, but only where there are reasonable grounds to anticipate that a claim may be made against that insured person by such official body in connection with the subject matter of the information request; or 4.34.2 of an insured person commenced by the arrest and detainment or incarceration of such insured person by any law enforcement authority and relating to an alleged wrongful act. An investigation shall be deemed to be 'first made' when the insured person is first identified, served, or required to co-operate or arrested and detained. Investigation shall not include industry-wide or sector investigations, hearings, examinations or inquiries or any regular or routine regulatory audit, examination, inspection or review, including any request for mandatory information from any regulatory entity which focuses on more than three (3) or the majority of industry actors rather than the insured. ### 4.35 Investigation Costs investigation costs mean reasonable and necessary fees, costs, charges and expenses incurred, with our prior consent, by or on behalf of an insured person directly in connection with such insured person's required participation in an investigation, including preparation for any required interview or provision of information. Investigation costs do not include remuneration payable to any insured persons or employee of any company or any outside entity, cost of their time, costs or overheads of any company or outside entity, or any criminal fines or penalties (or the equivalent) levied or imposed in connection with the investigation. ### 4.36 Limit of Liability limit of liability means the amount specified as such in the schedule. ### 4.37 Mitigation Costs mitigation costs mean the reasonable and necessary fees, direct costs and expenses incurred by an insured person, with our prior consent, following the first discovery of a wrongful act during the period of insurance in order to mitigate, minimise, prevent or avoid financial loss that would otherwise be covered under this Policy if a claim were to be made arising from such wrongful act. Mitigation costs does not include: (a) indemnifiable financial loss; (b) costs related to any liability which would not otherwise be covered under this Policy; (c) payments arising out of, based upon or attributable to an investigation or pre-claim event; (d) any increase in the liability of or the financial loss of the insured person arising from taking such actions; (e) the remuneration of any insured person, the costs of their time or any other costs or overheads of any company; or (f) any payment which would not be included in the coverage provided under this Policy if the claim had been made against the insured person by the potential claimant. ### 4.38 Non-Executive Director non-executive director means any natural person serving as a director or officer of the company during the period of insurance who is not also an employee of any company or a holder of an executive role within the company. ### 4.39 Official Body official body means any regulator, government body, government agency, parliamentary commission, official trade body or similar body that has the legal authority to regulate, control, supervise, conduct investigations, perform audits, impose fines and penalties, issue orders or directives, or to undertake other actions or measures; as well as, any other public or administrative agency or self-regulatory body that is empowered by statute or statutory regulation to perform the above functions in relation to the company, an outside entity or an insured person. ### 4.40 Outside Entity outside entity means any: 4.40.1 not-for-profit entity; or 4.40.2 for profit entity in which the policyholder or a subsidiary directly or indirectly owns any equity ownership; but excluding any: (a) company; (b) financial institution; (c) pension or superannuation fund, trust or scheme; (d) special purpose entity (SPE), special purpose vehicle (SPV), structure investment vehicle (SIV) or a special purpose acquisition company (SPAC); (e) entity whose securities are publicly traded on any exchange in the United States of America or its territories or possessions; or (f) other entity (other than a not-for-profit entity) in respect of which, at the inception date, or on the date of renewal, of this Policy, or on the date of the first appointment by the company of an outside entity executive to such entity, either (i) the value of its assets were less than the amount of its liabilities, taking into account its contingent and prospective liabilities; or (ii) any credit rating issued by any rating agency in respect of that entity or any of its securities was non-investment grade; unless such entity as described in clauses (a) – (f) is specifically listed as an outside entity by endorsement to this Policy. ### 4.41 Outside Entity Executive outside entity executive means any natural person, including any director or officer or any employee of the company who: 4.41.1 did or will serve or act; or 4.41.2 during the period of insurance is serving or acting, in the capacity as a director or officer, shadow director, de facto director or trustee (but not a pension trustee) or equivalent position, of an outside entity at the company's specific direction or request. ### 4.42 Period of Insurance period of insurance means the period specified as such in the schedule, including any extension thereto agreed by us. ### 4.43 Personal Information personal information means any information from which an individual may be uniquely and reliably identified including an individual's name, telephone number, tax file number, medical or healthcare data or other protected health information, driver's licence number or passport number, bank account number, credit card number, debit card number, access code or password that would permit access to that individual's financial account or any other non-public personal information as defined in any privacy regulation applicable to the individual. Personal information does not include information lawfully available to the general public for any reason, including information from foreign, national or local government records. ### 4.44 Personal Reputation Crisis personal reputation crisis means any negative statement, authorised and published by, for or on behalf of an official body, specifically regarding and mentioning an insured person, provided that such statement is included in a press release or published in any print or electronic media outlet. ### 4.45 Personal Reputation Restoration Expenses personal reputation restoration expenses mean the reasonable and necessary fees, costs, charges and expenses incurred by an insured person, with our prior consent, for a public relations/crisis management consultant, who shall not be a law firm, retained solely, and independently from the company, by an insured person within thirty (30) days of the personal reputation crisis of such insured person, to specifically mitigate the adverse publicity to such insured person's professional reputation, as a direct result of the personal reputation crisis. ### 4.46 Policyholder policyholder means the entity specified as such in the schedule. ### 4.47 Pollutants pollutants mean any air emission, odour, waste water, oil or oil products, infectious or medical waste, asbestos or asbestos products, silica, noise, fungus (including mould, mildew and any mycotoxins, spores, scents or by-products produced or released by fungi, but not any fungi intended by the insured for consumption) and electric or magnetic or electromagnetic field. Such matters shall include, without limitation, solids, liquids, gaseous, thermal, biological, nuclear or radiological irritants, contaminants or smoke, vapour, soot, fumes, acids, alkalis, chemicals or waste materials. ### 4.48 Pre-Claim Costs pre-claim costs mean reasonable and necessary fees, costs, charges and expenses in retaining advisors separate from the company or an outside entity to: 4.48.1 provide legal advice directly related to a pre-claim event; or 4.48.2 prepare a report (and any supplementary reports as necessary) to an official body in response to a pre-claim event; provided that pre-claim costs shall not include indemnifiable financial loss. ### 4.49 Pre-Claim Event pre-claim event means: 4.49.1 a raid on, or on-site visit to any company or any outside entity by an official body that involves the production, review, copying or confiscation of documents pertaining to an insured person or interviews of such insured person, that gives reasonable ground to believe that a claim may be made against that insured person by such official body, and that does not constitute an investigation; 4.49.2 any formal written notification to an official body by the company, by the outside entity or by such insured person of a suspected material breach of such insured person's legal or regulatory duty; 4.49.3 the receipt by such insured person of a formal notice from an official body which legally compels such insured person to produce documents to, or answer questions by, or attend interviews with, that official body directly as a result of a self-report; or 4.49.4 an internal investigation or enquiry conducted by the company at the request or instruction of an official body following a self-report or formal notification given pursuant to clause 4.49.2 and 4.49.3 above, provided that such raid, visit, communication from an official body, self-report or internal investigation must first take place, first occur, commence and be first notified during the period of insurance. A pre-claim event shall not include any regular regulatory procedure, supervision, inspection or compliance reviews, or any industry-wide or sector investigations, hearings, examinations or inquiries which focuses on more than three (3) or the majority of industry actors. ### 4.50 Prior Known Fact prior known fact means: 4.50.1 an insured person first became aware of, after the continuity date, but prior to the commencement of the period of insurance; and 4.50.2 the insured person knew, at any time after the continuity date but prior to the commencement of the period of insurance, may result in an allegation against the insured of a wrongful act. ### 4.51 Privacy Event privacy event means an actual or alleged: 4.51.1 unauthorised access, disclosure, loss or theft of: (a) personal information in the care, custody or control of any insured; or (b) corporate information in the care, custody or control of any insured that is specifically identified as confidential and protected under a non-disclosure agreement or similar contract; 4.51.2 violation of any privacy regulation by the insured; or 4.51.3 unauthorised or wrongful collection of personal information. ### 4.52 Privacy Regulation privacy regulation means any legislation, regulation or by-law, including any amendments thereto, associated with the control and use of personally identifiable financial, medical or other sensitive information, or any other legislation, regulation or by-law associated with identity theft or privacy. ### 4.53 Property Damage property damage means any damage to or destruction of any property or loss of use of such property, and any direct consequential loss resulting there from. ### 4.54 Proposal proposal means any information and/or statements or materials supplied to us, including any application form completed and signed by the policyholder and any attachments thereto. ### 4.55 Prosecution Costs prosecution costs mean reasonable and necessary fees, costs, charges and expenses incurred by an insured person in defending proceeding or in bringing a proceeding for a declaration and/or injunction to oppose any official body seeking a deprivation of asset and liberty proceeding or to appeal to seek to obtain the discharge or revocation of a deprivation of asset and liberty proceeding. ### 4.56 Retention retention means the applicable amounts specified in the schedule, applicable to the various insurance clauses and type of claims. ### 4.57 Schedule schedule means the Schedule attaching to and forming part of this policy duly signed and stamped by an authorised officer of Zurich. ### 4.58 Securities securities mean any financial asset representing debt or equity interests or ownership in a company that is publicly traded on any exchange. ### 4.59 Securities Claim securities claim means a claim that alleges a violation of any laws (statutory or common), rules or regulations regulating securities, the purchase or sale or offer or solicitation of an offer to purchase or sell securities, or any registration relating to such securities: 4.59.1 brought by any person, entity or official body arising out of, based upon or attributable to the purchase or sale, or offer or solicitation of an offer to purchase or sell any securities of and issued by the company; or 4.59.2 brought by a securities-holder of the company in his, her or its capacity as a security-holder of such company and with respect to his, her or its interest in securities of and issued by such company; or 4.59.3 brought derivatively on behalf of or in the name of the company by a securities-holder of that company. Securities claim shall not include an administrative or regulatory proceeding commenced or brought against, or an investigation of the company. Securities claim shall also not include a claim brought by or on behalf of any director, officer or employee of the company alleging, arising out of, based upon or attributable to the loss of, or the failure to receive or obtain, the benefit of any securities (including warrants or options). ### 4.60 Security Event security event means any unauthorised access to, introduction of malware or malicious software into or denial of service attack upon the company's computer system resulting in: 4.60.1 an actual and measurable interruption, suspension, failure, degradation or delay in the performance of the company's computer system; or 4.60.2 the theft, alteration, modification, corruption or destruction of corporate information in the care, custody or control of any insured that is not available or known to the public. ### 4.61 Security Holder Derivative Demand security holder derivative demand means: 4.61.1 any written demand by a security-holder of the company upon the board of directors, board of managers or supervisory board members of such company to bring a civil proceeding in a court of law against an insured person for a wrongful act; or 4.61.2 any lawsuit by a security-holder of the company, brought derivatively on behalf of such company, against an insured person for a wrongful act without first making a demand as described in clause 4.61.1 above. A security holder derivative demand shall be deemed to be 'first made' against an insured when such written demand was first received by the company or such lawsuit was first brought. The security holder derivative demand must be first received by the company during the period of insurance, or the extended reporting period, if applicable, for or alleging a wrongful act taking place before or during the period of insurance. ### 4.62 Self-Report self-report means a written report or notification to an official body by the company, an outside entity or an insured person pursuant to a legal obligation to inform such official body of matters giving rise to an actual or potential regulatory issue where failure to provide such a report or delay in reporting can itself give rise to enforcement consequences to the company or an insured person from such official body. ### 4.63 Statutory Charge statutory charge means a charge under the Law Reform Act 1936 (NZ), Law Reform (Miscellaneous Provisions) Act 1946 (NSW), the Civil Law (Wrongs) Act 2002 (ACT), the Law Reform (Miscellaneous Provisions) Act 1956 (NT) or any other substantially similar legislation on this policy, where the value of the charge may be greater than this policy's limit of liability. ### 4.64 Sub-Limit of Liability sub-limit of liability means our limit of liability under this Policy for certain covers and Extensions, which is within and forms part of, and is not in addition to, the limit of liability. The amount of the sub-limit of liability for each respective cover and Extension is in the aggregate and specified in the schedule. ### 4.65 Subsidiary subsidiary means any entity or organisation, including any joint venture or partnership, in which on or before the inception date of this Policy (or for the purpose of Section 3.2 New Subsidiaries, during the period of insurance), the policyholder, directly or indirectly through one or more subsidiary: 4.65.1 controls the composition of the board of directors, or has the right to elect or appoint a majority of the board of directors (or equivalent in any other country); 4.65.2 controls more than 50% of the shareholder or equity voting rights; or 4.65.3 holds more than 50% of the issued share capital or equity. Subsidiary does not include any special purpose entity (SPE), special purpose vehicle (SPV), structure investment vehicle (SIV) or a special purpose acquisition company (SPAC). For the purposes of determining cover, an entity shall only be deemed a subsidiary with respect to: (a) wrongful acts committed; or (b) in the case of a pre-claim event, a self-report, an investigation, an extradition claim, a deprivation of asset and liberty proceeding, a personal reputation crisis which occurred, commenced or arose, subsequent to the date that such entity first became a subsidiary and prior to the date such entity ceased to be a subsidiary. ### 4.66 US Securities Claim US securities claim means any securities claim brought or commenced, in whole or in part: 4.66.1 within the jurisdiction of; or 4.66.2 pursuant to the laws of, the United States of America or its territories or possessions. ### 4.67 Wrongful Act wrongful act means actual, alleged or attempted breach of duty, breach of statutory duty, breach of trust, breach of warranty of authority, neglect, error, misstatement, misleading statement, libel, slander or defamation or any other acts, errors or omissions by any insured person in his or her insured capacity as such, or any matter claimed against such insured person by reason of his/her status as such. The term wrongful act shall also include an employment practices wrongful act. --- ## 5. Exclusions We shall not be liable under this Policy to make any payment for financial loss: ### 5.1 Bodily Injury and Property Damage for bodily injury or property damage, provided, that this exclusion shall not apply to: 5.1.1 financial loss which is not indemnifiable financial loss; 5.1.2 financial loss covered under Extension 2.11. Health and Safety; 5.1.3 a securities claim; 5.1.4 mental or emotional distress in connection with an employment practices claim; 5.1.5 an environmental claim covered under Extension 2.12. Environmental Claim; or 5.1.6 defence costs and/or investigation costs. ### 5.2 Insured vs Insured US Claims Only any US claim brought by, or on behalf of, or at the instigation of the company or an outside entity; provided, however, this exclusion shall not apply to: 5.2.1 a claim brought or maintained by a liquidator, receiver, bankruptcy trustee or administrative receiver, (or the equivalent in any other country), either directly or derivatively on behalf of the company or the outside entity without the solicitation, voluntary assistance or active participation of any director or officer (or equivalent in any other country) of the company or the outside entity; 5.2.2 a claim in the form of a derivative action brought or maintained in the name of the company or the outside entity by one or more persons who are not directors or officers (or equivalent in any other country) of the company or the outside entity and who bring and maintain the claim without the solicitation, voluntary assistance or active participation of any director or officer (or equivalent in any other country) of the company or the outside entity; or 5.2.3 defence costs incurred by the insured person. ### 5.3 Conduct alleging, arising from, based upon, in connection with, attributable to or as a consequence of: 5.3.1 any insured having gained in fact any profit or advantage to which he, she or it had or has no legal entitlement; or 5.3.2 any dishonest or fraudulent act or omission committed by any insured or any intentional violation or breach of any law or regulation; provided that this exclusion shall not apply to defence costs incurred by an insured person in connection with a corporate manslaughter proceeding or workplace health and safety proceeding. Part 5.3.1 of this exclusion shall not apply in a securities claim against an insured person alleging violations of Sections 11, 12 or 15 of the United States of America Securities Act of 1933 to the portion of any financial loss attributable to such violations. This exclusion only applies where the conduct in question has been finally established by court judgment or other final non-appealable adjudication. For the purpose of determining the applicability of this exclusion: (a) no conduct or knowledge of an insured shall be imputed to any other insured person; and (b) only the conduct and knowledge of any past, present or future chairman, chief executive officer, chief operating officer, chief financial officer, general counsel or chief legal counsel (or holder of any equivalent position) of the company shall be imputed to the company. ### 5.4 Prior and Pending Claims or Notifications arising out of, based upon, in connection with, attributable to or as a consequence of any: 5.4.1 facts alleged or the same or related wrongful act(s) alleged or contained in any claim, circumstance or other matter that has been: (a) notified under any directors and officers or management liability insurance policy or employment practices liability insurance policy of which this policy is a renewal or replacement or which it may succeed in time (unless such prior policy was issued by us and we did not cover or accept such claim or circumstance under such prior policy); or (b) disclosed in the submission or notified to any other insurer before the commencement of the period of insurance. 5.4.2 investigation or other proceedings ordered or commissioned at the behest of an official body or other legally empowered body as defined in this policy initiated prior to or pending on the continuity date specified in the schedule. 5.4.3 any civil, criminal, administrative, regulatory proceeding, litigation, suit, claim, proceeding, arbitration or mediation initiated or commenced prior to or pending at the 'Prior or Pending Date' specified in the schedule, or alleging or deriving from the same or essentially the same facts as alleged in such actions. --- ## 6. Notification, Defence, Settlement and Indemnification ### 6.1 Notification of Claims #### 6.1.1 We shall only be liable under this Policy for claims that have been reported to us in writing as soon as reasonably practicable after the policyholder's Chief Legal Counsel, General Counsel, Chief Risk Officer, Risk or Insurance Manager or equivalent officer first becomes aware of such claim, but no later than thirty (30) days after the expiry of the period of insurance or within the extended reporting period (if applicable). Written notice under this section shall include, but not be limited to, a description of the claim, the nature of the alleged or potential financial loss, the details of the actual or potential claimants and the date and manner in which the insured, first became aware of the claim as defined in Definition 4.6. #### 6.1.2 If an insured is unable to notify us as set out in clause 6.1.1 above as a result of a specific direction or prohibition from disclosing information by an official body: (a) the insured shall advise us of the existence of the non-disclosure agreement and provide full disclosure of relevant information as permitted by an official body within thirty (30) days from being allowed to make such disclosure by the official body; and (b) the insured shall always keep us informed as set out in clauses 6.1.1 to the fullest extent permitted by the official body during this disclosure limitation and afterwards provide full details as requested by us once this limitation is removed. #### 6.1.3 Written notice hereunder shall be given to us at the address specified in the schedule and shall be effective from the date of receipt at such address. #### 6.1.4