CURIE's Directors and Officers Coverage
CURIE does not issue a stand-alone D&O policy. The coverage is provided as part of the Education Errors and Omissions Liability Policy.
Insureds
The CURIE policy definition of Insured persons is very broad-covering any past or present officer, director, volunteer or member of the directing or governing body while acting on behalf of the Named or Additional Insureds.
Outside Directorships
Coverage also applies to Directors and Officers of outside entities if acting as such at the direction of their institution.
Wrongful Acts Coverage
Coverage applies to damages claimed as a result of a Wrongful act.
- Wrongful Act is broadly defined as "any actual or alleged error, misstatement or misleading statement, or act or omission or neglect or breach of duty or any matter claimed against them solely be reason of their being or having been an Insured.
This is broader than the term "negligence" that is generally defined as the failure to use that degree of care that is considered to be reasonable under the given circumstances. Black's Law Dictionary equates errors and omissions with "mistakes".
Pay On Behalf of Coverage
This provides payments for the ongoing defense of an action or claim, making it preferable to some policies that "indemnify" or reimburse insureds for their incurred expenses (sometimes not until the action is concluded).
Deductibles
The majority of D&O policies have a corporate deductible and an individual director deductible and aggregate all directors deductible.
CURIE's policy provides for first dollar cover (nil deductible).
Coverage Limits
CURIE provides a $50 Million limit per claim except for 6 coverage extensions with sub limits. These extensions are typical not covered by commercial D&O policies:
- Terrorism $3 million
- Cyber $3 million
- Asbestos $3 million
- Fungi & Derivatives $5 million
- Molestation $5 million
- Data (corruption misappropriation, altering, deleting, using etc.) $5 million
- Communicable Disease Liability - $1 million (shared)
Coverage also includes $50 million for Fiduciary Liability (Pension & Benefit Trust Liability).
Includes coverage against wrongful acts and any alleged or actual errors, omissions, or negligence on the part of the insured in the administration of the plan, even if the claimant does not also allege a breach of fiduciary duty (a wrongful act). Coverage extends to claims alleging errors omissions, or negligence related to day to day operations of the plan, record keeping investment decisions, providing information to participants, etc.
Damages
The CURIE policy covers actions claiming some type of monetary settlement, that, if paid by the plan would reduce plan assets.
The following are not considered damages:
- Benefit claims: Disputes over eligibility, benefit amounts, types of benefits payable, interpretation of plan provisions are not covered. Such claims do not usually include damage claims, if the claimant is successful; the plan is paying what it was legally obligated to pay in the first place.
- Non-pecuniary claims (claims for other than money): This would include actions taken to enforce or clarify a participant's rights or to obtain equitable relief from an alleged violation such acts may include a request for an injunction, a change to the pension plan trustee, on action to give employees more involvement in administration of the plan or other court order not involving damages.
Exclusions
The exclusions contained in this policy can be divided into 4 categories:
1. Coverage provided in the CURIE General Liability policy
- Pollution broad-sudden and accidental pollution cover provided
- Bodily Injury /Property Damage
- Nuclear
- Personal Injury-libel, slander, defamation, etc.
2. Coverage proved by other classes of Insurance:
- Dishonesty of a D&O - Crime Insurance
- Gradual Pollution-Environmental Liability Insurance
- Intellectual Property
3. Public Policy Exclusions
- Gaining of illegal profit
- Securities Acts violations
4. D&O Coverage Exclusions not listed above
- Fines or penalties
- Willful violation of statute
- Breach of Contract ( coverage provided for education malpractice claims if brought as a breach of contraction claim)
- Outside Entity Boards - Communicable Disease Exclusion. Removes coverage for claims related to communicable disease suits unless the outside entity has an underlying D&O policy in force that includes communicable disease coverage. In this case, CURIE will provide excess coverage only.
Please contact bryan.mcgann@queensu.ca if you have any questions concerning this coverage.
Insurance & Indemnification Coverage for Board Members
(As approved by the Board of Trustees March 1992, amended March 2013)
1. Protection of Trustees, Committee Members and Officers
No trustee, member of a committee of the Board of Trustees, or officer, or former trustees, former members of a committee of the Board of Trustees or officers, of the University shall be liable for the acts, receipts, neglects or defaults of any other trustee, member of a committee of the Board of Trustees, officer or employee, or for any loss, damage, or expense happening to the University caused by an error or judgement or oversight on his or her part, or for any other loss, damage or misfortune whatsoever which may happen in the execution of the duties of his or her office or in relation thereto, unless the same are caused by his or her own willful neglect or default, provided that nothing herein shall relieve any trustee, member of a committee of the Board of Trustees or officer from the duty to act in accordance with any statute or regulation applicable to him or her or from liability for any breach thereof.
2. Indemnification of Trustees, Committee Members and Officers
Subject to any limitations in any applicable statute or regulation, the University shall indemnify its trustees, members of committees of the Board of Trustees and officers, former trustees, former members of committees of the Board of Trustees and officers, their heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgement, reasonably incurred by him or her in respect to any civil, criminal or administrative action or proceeding to which he or she is made a party by reason of being or having been a trustee, member of a committee of the Board of Trustees or officer of the University, if
1. he or she acted honestly and in good faith with a view to the best interests of the University; and
2. in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he or she had reasonable grounds for believing that his or her conduct was lawful.
Insurance Coverage for Board Members
In addition to the above indemnification, the University provides broad insurance protection. The Comprehensive General Liability Insurance Policy provides coverage of $50 million for members of the Board of Trustees who, in the course of their University duties, injure a third party or damage property belonging to someone else. Protection is also provided against third party personal injuries, such as libel, slander, defamation of character, malicious prosecution, false arrest. Coverage is also provided for professional and malpractice liability.
Board members are covered under an Educational Institutions Errors and Omissions Liability Policy for $50 million against wrongful acts when injury or damage to property is not present. A wrongful act is any actual or alleged error or misstatement or misleading statement or act or admission or neglect or breach of duty by Trustees in the discharge of their duties individually or collectively.
Members of the Board are also covered up to a maximum of $250,000 per Trustee for accidental death, dismemberment or loss of sight arising out of accidents while on University business, including travel. Coverage has an aggregate limit of liability in the amount of $2 Million.
Those wishing more information about insurance coverage applicable to Board members are asked to contact the University Secretariat – (613) 533-6095 or trustees@queensu.ca.