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Directors and Officers Liability Insurance Application Form
GSIS insurance application form for directors and officers liability
Your Browser Doesn't Support Canvas. Showing the Text Content of the PDF Instead: PASEGURUHAN NG MGA NAGLILINGKOD SA PAMAHALAAN
(GOVERNMENT SERVICE INSURANCE SYSTEM)
Financial Center, Pasay City, Metro Manila
Directors and Officers Liability Insurance Application Form
Proposer Details
1. Name of Proposer:
___________________________________________________________________________________
2. Address of Head Office:
___________________________________________________________________________________
N.B. Hereinafter the Proposer and its subsidiaries shall be known as the “Company.”
3. Has the Company changed its principal business activities within the past 12 months?
……………………. � Yes �No
4. Limit(s) of Liability being requested:
5. (a) Please provide total (consolidated) annual gross assets of the Company from the
most recent yearend report: _______________________________________________________
(b) Please provide total (consolidated) annual revenues of the Company from the
most recent yearend report: _______________________________________________________
(c) Please provide the total (consolidated) net worth of the Company for the past two
years: ____________________________________________________________________________
(d) Please provide the total (consolidated) net income of the Company for the past
two years:
6. Did the Proposer acquire or create any new subsidiaries within the past 12 months?
……………………. � Yes �No
If “yes,” please provide the following information for each subsidiary:
Country of
If Publicly Held then each
Type of listing
formation or
Name of subsidiary
Publicly Traded
securities exchange/market
(Direct, ADR and
incorporation
or Privately Held
per country
level, OTC)
Is insurance being requested for the directors and officers of each new subsidiary?
……………………. � Yes �No
7.
During the last 12 months has any subsidiary been sold or ceased trading?
……………………. �Yes �No
If “yes” to question 7 please give details.
Government Service Insurance System
Directors and Officers Liability Insurance Application Form
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8. If any of the below has changed for the Company during the last 12 months then
please provide the amended numbers and/or information:
(a) Total number of shareholders: __________________________________________________
(b) Total number of shares issued: __________________________________________________
(c) Total number of shares (percentage) held by each director and officer of the
Company (both direct and beneficial): ____________________________________________
___________________________________________________________________________________
(d) Total number of shares (percentage) held by institutional investors: ______________
___________________________________________________________________________________
___________________________________________________________________________________
(e) All security holders, holding a 5% or more ownership interest in the Proposer, or any
subsidiary that is publicly traded, giving the holder’s name and the percentage held:
Holder Entity Percentage of Ownership
9.
(a) Is the Proposer or any subsidiary considering any acquisition, tender offer, merger,
buy-out or other change in equity structure?.................... � Yes �No
(b) Is the Proposer or any subsidiary aware of whether any other company or entity is
considering an acquisition, tender offer, merger, buy-out or other change in equity
structure of which the Proposer or any subsidiary would be a target?
……………………. �Yes �No
(c) Has either the Proposer or any of its subsidiaries undergone a new public offering
of securities, or a change in the listing status of its existing securities, within the last 12
months? ……………….. �Yes �No
(d) Is the Proposer or any of its subsidiaries intending either a new public offering of
securities, or a change in the listing status of its existing securities, within the next 12
months? ……………….. �Yes �No
If “yes” to any of the above, please provide specific details.
Government Service Insurance System
Directors and Officers Liability Insurance Application Form
Page 3 of 7
10. Please provide a list of all new directors and officers of the Proposer and of each
subsidiary who became a director and/or officer of the Proposer and/or a subsidiary
within the past 12 months.
Name Title
Is insurance being requested for each new director and officer in their listed capacity?
……………………. � Yes �No
11. (a) Have any Directors and / or Executive Officers of the Company resigned or been
replaced in the past 12 months? ……………….. �Yes �No
If “Yes,” who, title and why? _______________________________________________________
___________________________________________________________________________________
(b) Is the Company considering a replacement of or addition of any Directors and
Executive Officers of the Company within the next 13 months? …….… �Yes �No
If “Yes,” who, title and why? _______________________________________________________
___________________________________________________________________________________
12. Did the Company change its external auditing firm in the past 12 months?
……………………. �Yes �No
If “yes,” why, when and to whom? _________________________________________________
___________________________________________________________________________________
13. Does the Company have any plans to remove or replace its external auditor in the
next 12 months? ……………….. �Yes �No
If “Yes,” why and to whom? _______________________________________________________
___________________________________________________________________________________
14. (a) Have all revenue recognition practices of the Company been approved by your
existing external auditor, without qualification? ……………….. �Yes �No
If “no,” please provide specific details.
(b) Have the Company’s external auditors recommended changes to the revenue
recognition or other significant accounting practices in the past 12 months?
……………………. �Yes �No
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Directors and Officers Liability Insurance Application Form
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(c) Has the Company changed or considered changes to the revenue recognition or
other significant accounting practices in the past 12 months? ………. �Yes �No
(d) Is the Company considering changes to the revenue recognition or other
significant accounting practices? ……………. �Yes �No
If “yes,” to (b), (c) or (d) please provide specific details.
15. Did the Company or any of directors and/or officers thereof acquire any interests in
any partnerships or Special Purpose Vehicles or Entities within the past 12 months?
……………………. �Yes �No
If “yes,” please provide details.
16. Does the Company anticipate having to take a significant one time charge to
earnings, or restate earnings, within the next 12 months?
…………………… �Yes �No
If “yes,” please provide details.
If “yes” to question 16, it is agreed that the proposed policy shall not provide any
coverage for loss in connection with any claim, investigation, proceeding or action
alleging or arising from such event, unless an endorsement is added to the proposed
policy specifically extending coverage to such arising.
17. Has the Company made any significant changes to its specific written corporate
policies with respect to directors’, officers’ and employees’ ability to purchase or sell
the Company’s stock, including the ability to exercise stock options?
18. The directors or officers of the company, the General Counsel (or equivalent person)
of the company and the risk manager of the company have no knowledge or
information of any act, error or omission which could reasonably give rise to a claim,
investigation or action under the proposed policy, except as follows: (Attach
complete details.) ……………….. �Yes �No
Cover for the United States of America
Please complete questions 18-25 if the Proposer is requesting any coverage for claims
brought in the United States of America or claims made elsewhere arising out of the
Company’s operations in the United States of America.
19. (a) Please provide the total gross assets of the Company in North America, if such
assets have significantly changed in the last 12 months? ____________________________
__________________________________________________________________________________
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Directors and Officers Liability Insurance Application Form
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(b) Please provide the total revenues of the Company derived from its activities in
North America, if such revenues have significantly changed in the last 12 months?
___________________________________________________________________________________
___________________________________________________________________________________
(c) Total number of employees in the United States of America and three US states
with the largest number of such employees: ________________________________________
___________________________________________________________________________________
20. In the last 12 months, did the Company acquire any ownership interest of 50% or less
in any entity located or incorporated in the United States of America?
……………...…. �Yes �No
If “yes”:
(a) Please provide in an attachment the name of the entity, type of industry, whether
public or private, and if publicly traded, type of securities (equity or debt) and the
name of exchange or market on which such securities are traded:
(b)Does the Company have any representation on the Board of Directors, or as an
Executive Officer, on any entity listed in question 18(a) above?………..…. �Yes �No
If “yes” to 19(b), please provide name of entity, name of individual and position.
___________________________________________________________________________________
___________________________________________________________________________________
21. Has either the Proposer or any of its subsidiaries undergone a new public offering of
securities (equity or debt) in the United States of America, or a change in the listing
status of its existing securities (equity or debt) traded or sold in the United States of
America, within the last 12 months? ................................ �Yes �No
If “yes” to the above, please provide specific details, including;
• the name of the entity, and country of incorporation/formation:
• US exchange on which securities are listed,
• type of security listing (ADR and Level, Direct listing etc.),
• percentage US securities represent to all Company securities traded worldwide.
Government Service Insurance System
Directors and Officers Liability Insurance Application Form
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22. Is the Proposer or any of its subsidiaries intending either a new public offering of
securities in the United States of America, or a change in the listing status of its existing
securities presently traded in the United States of America, within the next 12 months?
……………………. �Yes �No
If “yes” to the above, please provide specific details.
23. Is the company required to follow U.S. Generally Accepted Accounting Principles
(GAAP)? ……………….. �Yes �No
If “Yes,” are the company’s financial statements generally in accordance with US
GAAP? ………………… �Yes �No
24. Is the company or any director or officer presently the subject of a U.S. Securities and
Exchange Commission (SEC) enforcement action or a U.S. Internal Revenue Service
(IRS) enforcement action? ………………… �Yes �No
If “yes,” please provide details.
25. Is the SEC or IRS investigating or requesting information from the Company of any of
the Company’s directors, officers or employees? ………………�Yes �No
If “yes,” please provide details.
26. Does the Company have an internal Audit Committee pursuant to U.S. statutes, rules
or regulations? ………………… �Yes �No
If “no,” why? _____________________________________________________________________
(i)
If “Yes,” does the Audit Committee meet more than four times a year?
………………..�Yes �No
(ii)
If “Yes,” has any member of the audit committee resigned or been replaced
within the past 12 months? …………..… �Yes �No
If “yes,” who and why?
It is agreed that the Proposer will file with the Insurer, as soon as it becomes available, a
copy of each registration statement and annual or interim report which the Proposer or any
subsidiary may from time to time file with any local or foreign governmental, regulatory body
or agency that regulates securities (including but not limited to the US Securities and
Exchange Commission).
Government Service Insurance System
Directors and Officers Liability Insurance Application Form
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Consent Clause
“I agree and authorize the Company to use and disclose any information (collected or held)
with regard to matters pertaining to this application, to enable the Company, its associated
individuals/organizations or independent third parties, to provide advice or information
covering products or services which the Company believes may be of interest to me or to
communicate with me for any purpose."
Declaration
I declare on behalf of all insureds, after inquiry, that the statements and particulars in this
supplemental proposal is true and no material facts have been misstated or suppressed. I
agree that this proposal forms, any attachment, any information submitted therewith and
any and all other information supplied or requested, shall form the basis of any Contract of
Insurance effected thereon. I further undertake to inform Insurers of any material alteration to
any information, statements, representations or facts presented in this proposal form
occurring after the date this proposal form is signed and before the inception date of the
proposed policy.
A material fact is one which would influence the acceptance or assessment of the risk. All
written statements and materials furnished to the insurer in conjunction with this application
are hereby incorporated by reference into this application and made a part hereof.
Signing this proposal does not bind the proposer to complete this insurance.
Signed .............................................................
.............................................................
(Authorized signatory of the insured)
Date
…………………………………………..
