Anurag was appointed as Independent Director in a listed entity, which is in the list of top 1000 listed entities by market capitalization as on 31st March, 2022. Regulation 25(10) of SEBI (LODR) Regulations, 2015 provid

CS Professional · Resolution of Corporate Disputes, Non-Compliances & Remedies · PYQS · June 2023
Anurag was appointed as Independent Director in a listed entity, which is in the list of top 1000 listed entities by market capitalization as on 31st March, 2022. Regulation 25(10) of SEBI (LODR) Regulations, 2015 provides that with effect from 1st January, 2022, the top 1000 listed entities by market capitalization calculated as on March 31 of the preceding financial year, shall undertake Directors and Officers insurance (D&O Policy) for all their independent directors of such quantum and for such risks as may be determined by its Board of Directors. The company is planning to purchase D&O Policy for all its directors and key managerial personnel. Discuss : Key points Anurag, as a director, should ensure in the D&O Policy.

Answer & Explanation:

Key Points Anurag, as a director, should ensure in the D&O Policy How Much Insurance Do We Have How And Much Do One Need?: Review benchmarking data (market caps, revenues, industry) to compare company's limits against peers. Inquire about deviations. Who Shares the Insurance Policies?: Understand if limits are shared with the company/employees. Check for "Side A" or "Side A DIC" coverage (limits only for directors/officers) and "priority of payments" clause (directors/officers paid before company). When is Coverage Triggered?: Inquire at what point coverage is triggered, especially for regulatory body (SEC) investigations and summons. What is Covered Under the D&O Policy?: Confirm coverage for defense costs, settlements/judgments, attorneys' fees, and other expenses for formal/informal investigations and summons. Who are Insurers?: Check insurers' claims paying ability ratings. Consult with the insurance broker about their claims payment philosophy and reputation. How Do Other Insurers Impact Coverage?: Ensure that fraud/criminal activity by one insured or misrepresentation in the application by someone else does not negate Anurag's coverage. What is not Covered?: Understand significant exclusions (major shareholders, M&A activity). Have the policy reviewed by an outside professional. How to Protect in a Crisis?: Understand claim notice requirements to avoid loss of coverage due to inadequate or untimely notice. What is Side A Insurance and Why is it Needed?: Side A coverage is crucial as it's the last line of defense for directors/officers when the company cannot indemnify them (bankruptcy, statutory prohibition), protecting personal assets. What is Independent Director Insurance?: While separate ID insurance exists, if adequate Side A coverage is in place, it might not be necessary.

Topics: SEBI LODR, Corporate Insurance

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