Directors and Officers Form 1 Details of the applicant 2 Directors Officers Liability 3 Employment Practices Liability 4 Tax Audit Costs 5 Crime Protection 6 Statutory Liability Section 1 - Details of the Applicant This section is compulsory. 1. The Proposed Policyholder's Name: Please include the name of all entities which are not subsidiaries of the ultimate holding company for which you require a quotation. 2. Trading as: 3. ABN/ACN: 4. Type of company (for example private, public listed, public unlisted, association, co-operative etc.): 5. Insured's Registered Address: Head office address: 6. Insured's Website Address: 7. Date of incorporation: 8. Names of all subsidiaries / incorporated joint venture companies to be insured by this policy/these policies: 9. Describe the full business activities of the Applicant (including all subsidiary companies and controlled entities): 10. Please advise the annual turnover / revenue and assets of the Applicant for: Previous 12 months (AUD) Next 12 months (estimated) (AUD) Revenue / Turnover Assets 11. Please advise the total number of employees including contractors: Employment Type Number Board members, Directors, Partners and Executive Officers Full-time Employees excluding the above Part-time and Casual Employees Independent Contractors Voluntary Workers and Secondees Total Stamp Duty and GST 12. Is the Insured domiciled in Australia with no subsidiaries outside Australia or New Zealand? YesNo a. If NO, is the Insured domiciled in Australia? YesNo b. If NO, where are the Insured's overseas subsidiaries? YesNo Please include the name of all entities which are not subsidiaries of the ultimate holding company which you require a quotation for. Subsidiary Name Country Revenue (%) 13. In respect of gross turnover for the current financial year, please provide a breakdown by State: NSW % ACT % QLD % VIC % TAS % SA % WA % NT % O/S %* Total 100% If the Insured has declared Overseas Turnover, please complete the table below: Country Percentage of Total Turnover (%) Activities 14. Is the Insured exempt from GST? YesNo 15. Is the Insured exempt from Stamp Duty? YesNo NSW Small Business Exemption I declare that the insured is a small business and qualifies for the NSW small business stamp duty exemption in relation to this policy. I have obtained a signed declaration from the insured in accordance with the requirements of Revenue NSW and I will provide the signed declaration to DUAL on binding or upon request. YesNo Other Exemption I declare that the insured is relying on a stamp duty exemption in relation to this policy in all States and Territories. I have obtained a copy of the exemption certificate(s) or declaration(s) and I will provide a copy to DUAL on binding or upon request. YesNo Additional Details 16. Does the Applicant or any of its Subsidiaries have any acquisition, tender, offer or merger with another entity pending or under consideration? YesNo 17. In the last 24 months, has the Applicant or any of its Subsidiaries acquired or merged with any other entity? YesNo 18. Is the Applicant or any of its Subsidiaries aware of any proposal relating to its acquisition by another entity? YesNo 19. Is there any change to the nature of business intended, or being considered in the next twelve (12) months? YesNo 20. Is the Applicant listed on the ASX or any other Securities Exchange? YesNo 21. Please advise the Securities Exchange which the Applicant is listed on (for example ASX), if applicable: 22. Is the Applicant intending to raise funds via a public offering of securities within the next year in Australia or elsewhere? YesNo 23. Is the Applicant involved in any business activities outside of Australia and New Zealand? YesNo If YES, is the Applicant involved in any business activities in the USA and/or Canada? YesNo If YES, please complete the North American Risks Addendum at the end of this proposal form. 24. Does the Insured generate revenue from any crypto assets or related activities/exposures? YesNo 25. Does the Applicant or its related entities have any operations or dealings which could give rise to a risk or obligation in a jurisdiction subject to trade or economic sanctions, law or regulation; including where underlying activity is located, revenue earned, or persons are located in a sanctioned jurisdiction? YesNo If YES, please provide details: Other Insurance 26. Does the Applicant have any other similar Insurance Cover currently in place? YesNo If YES, please advise us of the following information: Cover Type Name of Insurer Limit of Indemnity Policy Period Deductible Management Liability General Liability Professional Indemnity Other Claims and Circumstances 27. In the past five (5) years, has the Applicant or any Director or Officer of the Applicant or its subsidiaries been declined, had cancelled or non-renewed any insurance policies for any of the coverages for which it has applied? YesNo 28. After inquiry, in the past five (5) years, has there been any regulatory inquiries or investigations made into the Applicant, its subsidiaries, or any of its Directors, Officers, Managers or Employees, which may have been covered by us under any of the coverages for which it has applied? YesNo 29. After inquiry of all Directors and Officers of the Applicant, has there been or is there now pending any proceedings (Criminal or Civil) or demands which have been made against them in their capacity as a Director or Officer of the Applicant or its Subsidiaries? YesNo 30. After inquiry, is the Applicant or any of its Directors or Officers aware of any facts or circumstances which might afford valid grounds for any future investigations, inquiries, regulatory proceedings or other claims which may be covered by us under any coverage for which it has applied? YesNo 31. In the last five years, has the Applicant been the subject of any complaint, suit, inquiry or notice of a hearing from any State, Territory or Federal regulatory body, or any other party? YesNo 32. Has the Applicant sustained any losses over the last five (5) years as a result of any fraudulent action or dishonest misappropriation? This includes the loss of any third party's funds or tangible property in the care, custody and control of the Applicant. YesNo 33. Within the last five (5) years, has the Applicant been audited or been the subject of a Risk Review by the Australian Taxation Office or any State or Territory Revenue Office? YesNo 34. Upon enquiry, is any Director, Officer or Employee of the Company aware of any facts or circumstances that may affect the ability of the Company to meet its debts as and when they fall due or any change in the financial position or capital structure of the Company that may materially affect the performance of the Company? YesNo 35. If the Applicant answered YES, please provide details of any losses sustained during the past five (5) years (attach separate addendum if necessary): 36. Please select what you would like us to provide a quote for. Directors & Officers Liability $1m $2m $3m $4m $5m $10m Other (Please specify) Yes Yes Yes Yes Yes Yes Employment Practices Liability (EPL)* $250k $500k $1m $2m $3m $5m Other (Please specify) Yes Yes Yes Yes Yes Yes Tax Audit Costs* $50k $100k $200k $250k $500k $1m Other (Please specify) Yes Yes Yes Yes Yes Yes Crime Protection $1m $2m $3m $4m $5m $10m Other (Please specify) Yes Yes Yes Yes Yes Yes Statutory Liability & Supplementary Legal Costs $500k $1m $2m $3m $4m $5m Other (Please specify) Yes Yes Yes Yes Yes Yes *Tax Audit Cover and EPL are only available with D&O. Previous Next Section 2 – Directors Officers Liability Section 2 should be completed if the Applicant would like a quotation for Directors & Officers Liability Insurance. 1. Please advise: The market capitalisation if listed on a public securities exchange: The total number of shareholders: The total number of shares held by Directors or Officers: 2. Do any of the Directors or Officers of the Applicant hold (at the specific request of the Applicant) any Board or other managerial positions on other outside entities? YesNo If YES, please advise the Directors or Officers who require cover, the entities where they hold positions, and the positions that they hold: 3. Are any of these outside entities not-for-profit? YesNo If YES, please confirm the names of the non-for-profit entities: Previous Next Section 3 – Employment Practices Liability Section 3 should be completed if the Applicant would like a quotation for Employment Practices Liability Insurance. 1. During the next 12 months, is the Applicant or any of its subsidiaries implementing or contemplating the implementation of any outsourcing of any functions currently performed by its employees? YesNo 2. During the next 12 months, is the Applicant or any of its subsidiaries undergoing, or has it contemplated implementation of, any outsourcing of any functions currently performed by its employees? YesNo 3. During the next 12 months, is the Applicant or any of its subsidiaries undergoing, or has it contemplated undergoing, any employee redundancies, layoffs, or early retirement (including those resulting from any type of employment terminated, or been made redundant within the last 24 months)? YesNo If YES to any of the above (Q. 1–3), please provide full details: 4. Does the Applicant have a central Human Resources or personnel department performing a function for the Applicant and its subsidiaries? YesNo If NO, how is this function handled? 5. Does the Applicant and its subsidiaries have a written Human Resources manual, employee handbook or equivalent written employment management guidelines? YesNo If YES, are all managers and employees: a. Provided with a copy of this manual? YesNo b. Provided with training in relation to the policies and procedures in the manual? YesNo 6. Are decisions regarding the termination of employment always subject to prior review by the Applicant's: a. Human Resources or Personnel Department? YesNo b. Internal Legal Department? YesNo c. External Legal Counsel? YesNo Previous Next Section 4 – Tax Audit Costs Section 4 should be completed if the Applicant would like a quotation for Tax Audit Costs Cover. 1. Does the Applicant outsource any of its audit functions? YesNo If YES, please advise full details of the firm or persons conducting the Audit function: 2. Does the Applicant engage any external consultants to assist it with its bookkeeping and accounting? YesNo If YES, please provide full details: 3. Does the Applicant employ an Accountant or Bookkeeper? YesNo Previous Next Section 5 – Crime Protection Section 5 should be completed if the Applicant would like a quotation for Crime Protection Insurance. 1. Do external auditors audit all operations at least annually? YesNo 2. Have all recommendations by external auditors regarding internal controls been complied with following your last audit? YesNo 3. Do you have an Internal Audit Department? YesNo 4. Are duties segregated so that no individual can control any of the following activities from commencement to completion without referral to others: a. signing cheques or authorising payments (including capital expenditure) above $5,000? YesNo b. issuing funds transfer instructions? YesNo c. amending funds transfer procedures? YesNo d. opening new accounts? YesNo e. investment in and custody of securities and valuables? YesNo f. refund monies or return goods above $5,000? YesNo g. disbursement of assets or funds of any pension plan? YesNo h. awarding contracts following a tender? YesNo 5. When recruiting or promoting employees to positions of trust involving handling of stock, money, financial or treasury functions, do you: a. Undertake independent checks into their employment history? YesNo b. Undergo a process to ensure their suitability for the position? YesNo 6. Is there controlled access to all locations? YesNo 7. Are all premises containing stock, money, securities, precious metals etc. connected to an intruder alarm? YesNo 8. Does the Applicant maintain an approved suppliers list? YesNo 9. Are unique passwords used to give various levels of entry to the computer depending on the users authorisation? YesNo 10. Are passwords automatically withdrawn when people leave? YesNo 11. Is your computer system firewall protected to prevent unauthorised access? YesNo 12. Is your computer system protected by virus detection and repair software? YesNo 13. Does the Applicant have a process in place at all locations where all bank statements are independently reconciled by persons not authorised to deposit or withdraw funds, issue funds transfer instructions or dispatch funds to customers? YesNo If the Applicant answered NO to any of the above (1–13) please provide full details: Social Engineering 14. Does the Insured maintain procedures for the provision of written training materials to all Employees regarding the dangers of Social Engineering Fraud, Phishing, Phreaking and Cyber Fraud which incorporate regular review? YesNo 15. Does the Applicant have a process in place at all locations where all unusual payment instructions purporting to come from the Applicant’s senior management are followed up by call backs to senior management at a previously known and pre-designated phone number to confirm payment instructions and check authenticity? YesNo 16. Are all requests to establish/create or alter supplier and customer details including bank account details, independently verified with a known contact, either in person or via a telephone call, for authenticity? YesNo 17. Does the Applicant have a process in place at all locations where senior management approval is always required before a change to vendor and supplier bank details is processed, such approval being given after review of the underlying request and the record of its verification? YesNo 18. Does the Insured maintain procedures for changing passwords for all online accounts and banking platforms maintained by the Insured at least every 45 days and that the password protocols accord with industry best practice, or adopt two factor authentication? YesNo 19. Does the Insured ensure that at least two members of staff authorise any transfer of funds, signing of cheques (above $2,000) and the issuance of instructions for the disbursement of assets, funds or investments? YesNo If the Applicant answered NO to any of the above (1–6) please provide full details: Previous Next Step 6 - Statutory Liability Supplementary Legal Costs Section 6 should be completed if the Applicant would like a quotation for Statutory Liability Insurance. 1. Do you require quotations for: a. Statutory Liability YesNo b. Supplementary Legal Costs YesNo 2. Does the Applicant have a Workplace or Occupational Health & Safety Manager, Department or Co-ordinator? YesNo 3. Has the Applicant's quality control system been certified? (e.g. ISO9000 series or similar recognised standard) YesNo 4. Does the Applicant have a current manual for Occupational Health & Safety Procedures and Environmental Protection Procedures? YesNo 5. Are these manuals distributed to all employees and is training provided? YesNo If the Applicant answered NO to any of the above (1-5) please provide full details: 6. Does the Applicant have workers engaged in any hazardous manual activities (including work in confined spaces, abrasive blasting, electrical work, diving and other high risk activities)? YesNo 7. Does the Applicant manufacture or use any toxic chemicals or hazardous substances? YesNo 8. Has the Applicant, or has the Applicant applied for, any environmental licence or licence to pollute? YesNo 9. Does the Applicant have any involvement in: a. asbestos YesNo b. fungus, mildew, mould or any other pollutants YesNo c. recycled, reconditioned or reclaimed materials YesNo d. any marine, aviation or road activities YesNo 10. Has the Applicant ever had a penalty or premium loading imposed on their Workers Compensation insurance? YesNo 11. Has the Applicant in the past 5 years had a Notifiable Incident under health and safety legislation, or any other incident that required mandatory reporting to any Regulatory Authority under any Act of Parliament? YesNo If the Applicant answered YES to any of the above (6-11) please provide full details: 12. Subject to meeting underwriting criteria, do you wish to include Optional Extension Enforceable Undertaking? YesNo 13. Do any of the Directors or Officers of the Applicant hold (at the specific request of the Applicant) any Board or other managerial positions in non-for-profit outside entities? YesNo If YES, please confirm the names of the non-for-profit entities: Declaration This section is compulsory. A duly authorised representative of the applicant must sign this proposal form. Submitting this proposal does not bind the proposer or the insurer to complete this insurance. The undersigned declares that the statements and particulars in this proposal form are true and that no material facts have been misstated or suppressed after enquiry. The undersigned agree that should any of the information given by us alter between the date of this proposal and the inception date of the insurance to which this proposal relates, the undersigned will give immediate notice thereof. The undersigned agrees that the insurers may use and disclose our personal information in accordance with the privacy statement at the beginning of this proposal. The undersigned acknowledges that they have read the policy wording and associated endorsements and are satisfied with the coverage provided, including the limitations and restrictions. This proposal form together with any supplementary information will form the basis of the contract of insurance effected. Full Name: Position: Signature: Date: Please attach latest audited financial statements and any additional sheets if more space was required. Previous Next
