Page 102 - Policy Wording - Hollard Business Binder (2020-08-26)

Directors' and Officers' Liability
Provided that the Insurer is under no obligation to provide an indemnity unless the Wrongful Act was:
(i) committed by the Managing Member acting solely in such capacity and
(ii) first takes place on or after the Retroactive Date.
The Insurer’s total liability in respect of any one Claim, inclusive of claimant’s costs and expenses and Defence Costs, shall not exceed the Limit of Indemnity.
Extension
The following Extension is added to the Policy:
Accounting Officer
The Insurer will provide an indemnity in respect of a Claim first made against the accounting officer of the Corporation and notified during the Period of Insurance, by a Third Party, for alleged or actual negligent misstatement, in the annual financial statements of the Corporation, and for which the accounting officer is jointly and severally liable to pay damages.
Provided that, for purposes of this Extension, the cover provided shall not be drawn into contribution with any other indemnity insurance providing cover to the accounting officer except in respect of any excess beyond the amount payable under such other insurance.
Definitions
The following special definitions are added to the Policy:
Business means the usual activities and operations of the Corporation described in the Proposal Form and accompanying documentation and such other
documentation as may be provided to the Insurer. Claim means any:
(i) written demand against a Managing Member;
(ii) civil, regulatory or arbitration proceedings against a Managing
Member,
that seeks damages from the Managing Member for an alleged or actual Wrongful Act and whilst such Wrongful Act was alleged to have been, or was committed, solely in the carrying on of the Business of the Corporation.
Close Corporations Act means the Close Corporations Act 69 of 1984, as amended from time to time.
Corporation means the close corporation incorporated and registered under the Close Corporations Act.
Managing Member means a natural person who qualifies for membership of a Corporation and who is designated as a member in a founding statement (or amended founding statement) and who participates in the day to day management of the Business of the Corporation and who shall for purposes of this
Endorsement be deemed to be the insured and who shall also include:
(i) the spouse of the Managing Member; or
(ii) the executor or legal representatives of the Managing Member who has died or been declared incompetent, insolvent or sequestrated.
Commercial Underwriting Mandates and Guidelines – Binder – Version 2 2020 101