SPECIALTY INSURANCE SOLUTIONS

DIRECTORS’ & OFFICERS’ LIABILITY

COMMERCIAL DIRECTORS AND OFFICERS

Trisura has a comprehensive Directors’ and Officers’ Liability Insurance product that protects the directors of privately and publicly held corporations. Our extensive coverage also includes options to purchase both Employment Practices and Fiduciary Liability Insurance extensions.

Our portfolio of products includes:

  • Directors’ and Officers’ Liability Insurance including Corporate Indemnity Policy with extensions for:
    • Employment Practices Liability (entity and non-entity)
    • Fiduciary Liability
  • Excess Directors’ and Officers’ Liability Insurance Policy
    • Full follow-form coverage

Coverage Highlights

  • Advanced defence costs on all personal conduct exclusions until judgment or other final adjudication of the claim
    • worldwide coverage
    • full policy limits
  • Broad definition of insured includes:
    • directors, officers, trustees
    • members of the board of managers
    • management committee members
    • advisory committee members
    • equivalent position in foreign jurisdiction
    • employees when named as a co-defendant
    • in-house general counsel
    • risk manager
  • Broad definition of claim includes:
    • demands for monetary damages
    • demands for non-monetary relief
    • civil proceedings
    • criminal proceedings
    • formal administrative or regulatory proceedings
    • arbitration proceedings
  • Broad definition of subsidiary includes majority controlled corporations, partnerships, limited liability companies and joint ventures
  • Insured vs. insured exclusion has exceptions for:
    • claims brought by a trustee in bankruptcy, interim receiver, or liquidator
    • independent derivative actions, including ‘whistleblower’ exception
    • claims brought by an insured who has not served as a director or officer in the past 4 years
    • cross claim or third party claims brought by an insured for contribution or indemnity
    • claims brought by an insured for wrongful dismissal
  • 25% asset threshold for the reporting of newly acquired / created subsidiaries
    • 90 day automatic coverage for newly acquired / created subsidiaries that exceed the 25% threshold
  • Pollution coverage included
    • full policy limits for defence costs and indemnity for derivative security holder claims
    • $1,000,000 sub-limit for defence costs for claims by all other parties
  • Contains a ‘soft hammer’ clause
    • insurer continues to pay 75% of defence costs and loss, if the insured declines a proposed settlement
  • 60 day claims reporting window upon the expiration of the policy
  • Narrow ‘for’ language used in our BI/PD exclusion and fiduciary liability exclusion
    • BI/PD exclusion contains an exception for employee claims alleging mental anguish, emotional distress and humiliation
  • Favourable subrogation provision:
    • contains judgment or other final adjudication language
    • limit of liability reinstatement
  • Blanket non-profit outside directorship liability coverage is included
  • Spousal and domestic partner liability extension is included
  • Insurer has the ‘duty to defend’
  • Policy is written on a ‘pay on behalf of’ basis and not on a ‘reimbursement’ basis
  • Non-cancellable by the insurer / 20 days in the event of non-payment of premium
  • Bi-Lateral Discovery Period Extension
  • No retention applicable in the event of financial impairment
  • Full severability of all exclusions and application form
  • No failure to maintain adequate insurance exclusion
  • No hostile takeover exclusion
  • No libel and slander exclusion
  • No coinsurance clause
  • Affirmative worldwide coverage

Appetite

We underwrite all risks on an account-by-account basis taking into consideration the unique risk characteristics of each applicant.

Size

Assets up to $1,000,000,000 on a primary or excess basis.

US Exposure

We underwrite accounts incorporated in Canada with US exposures, provided the majority of their assets and employees are located in Canada. Our focus does not include applicants who are listed on a US stock exchange.

Minimum Premiums

We do not have minimum premium thresholds.

Classes

We apply our underwriting expertise to almost any class of private or public corporation with a focus on the following industry classes:

  • Agriculture
  • Biotechnology
  • Construction
  • Forestry
  • Income Trusts
  • Manufacturing
  • Mining / Junior Mining
  • Oil & Gas – including servicing companies
  • Retail / Wholesale
  • Technology
  • Transportation