CODA Offers
Click here for printable pdf CODA information sheets
CODA Premier
- The policy may not be rescinded for any reason
- Full severability
- Dishonesty, personal profit and improper remuneration exclusions do not apply to defense costs and require adjudication or arbitration
- No consent of CODA required for selecting counsel or incurring defense costs
- Broad definition of claim includes oral and written demands, civil, criminal, administrative, regulatory and arbitration proceedings
- Individuals are protected for prior acts regardless of change in events or change in corporate ownership
- Narrow insured vs insured applied only if claim (i) by or on behalf of company, and (ii) at least two current senior executive officers approve or assist in prosecuting the claim
- In the event of a takeover or change of control, the exclusion for suits brought by or on behalf of the company is deleted, thus providing coverage if suit is initiated by the new management against the old management
- Protective Bankruptcy provisions
- Policy not subject to automatic stay under bankruptcy law
- Policy proceeds first applied toward pre-bankruptcy wrongful acts
- Narrow BIPD exclusion (i) not applicable to derivative or class action claims by securities holders (ii) not applicable to pollution claims
- Insureds have the right to purchase a discovery period if either CODA or the company non-renews
- No exclusion for pollution, punitive damages, errors and omissions, section 16(b), ERISA or failure to maintain insurance
- Policy is non-cancelable except for non payment of premium
- Insurability of punitive damages governed by English Law
- Spousal liability coverage
- Automatic blanket non-profit outside positions coverage
- Prior acts coverage for divested entities
- Definition of insured includes directors and offices, general counsel, comptroller, risk manager, as well as foreign functional equivalents and equivalents of LLCs
Limits
Net limits of US$75 million, or foreign currency equivalent, available in increments of $5 million
Policy Type
- Primary
- Ground up coverage with no deductible
- Excess / Difference in Conditions (XS/DIC)
- Drops down when CODA is broader than the underlying insurance
- Drops down if the underlying insurer or the company refuses to pay or is financially unable to pay
CODA Premier Independent Directors Policy
It is now more critical than ever that companies maintain truly protective insurance not only for its officers, but more importantly its outside directors. Without that protection, it is difficult to imagine why a sophisticated business person would be willing to assume the escalating risks inherent in being a director today. To address this concern, CODA offers an Independent Directors Policy, which insures only outside directors (not officers or other employees) for non-indemnified loss.
The CODA Independent Directors Policy, which is recognized as affording the broadest coverage generally available, contains all of the coverage enhancements contained in the standard CODA Directors and Officers Liability Policy such as non-rescindability, full severability and no consent needed for advancement of defense costs.
Furthermore, the policy contains no exclusions for fraud, dishonesty, willful violations of law, or illegal remuneration. In addition, by insuring only the outside directors, coverage under the policy is not diluted by losses incurred by officers or the company.
The Independent Directors policy, in combination with a company’s standard D&O insurance program, should give the outside directors sufficient confidence that their personal risks from service are well managed and contained, thereby allowing the company to attract and retain the best available directors.
CODA Premier Officers Liability
CODA is the first insurer to offer this innovative Side A policy which only covers current and former officers of a company. Similar to an Independent Directors Liability (IDL) policy for outside directors, this unique policy protects the insured officers against limit of liability erosion by reason of losses incurred by Independent Directors.
The Officer Liability Policy contains all of the extraordinary coverage features contained in CODA’s standard Directors and Officers Liability Premier Policy, but the Policy’s limit of liability is dedicated only for the benefit of officers. Coverage under the Policy extends to officers in their capacity as an officer or director of the Company, as well as other employees if the other employees are co-defendants with an officer.
The need for this specialized coverage today is very real in light of the increasing frequency of partial settlements, pursuant to which claims against some but not all of the defendant D&Os are settled.
As demonstrated by the highly-publicized settlement in the Enron D&O litigation, the proceeds of a standard D&O policy may be used to settle the claims against the outside directors without settling the claims against the officers, thereby leaving the officers with little or no insurance to defend and settle the remaining claims against them. The Officers Liability Policy not only protects against that situation, but also affords extremely broad Side A coverage for the Insured officers consistent with the standard CODA Premier policy, which is commonly recognized as the benchmark Side A policy form in the industry.
CODA Offers
- Underwriting expertise
- Long-term commitment
- Financial strength
- Custom program underwriting
- Commitment to published Customer Service Standards
Further Information
Please contact your broker to find out more about ACE Bermuda’s products and capabilities.