D O PDS Directors and Officers Liability Protection User Guide

D O PDS Directors and Officers Liability Protection

Product Information

Specifications

• Product: Directors and Officers Liability Protection
• Provider: Our Guard Mutual Limited
• ACN: 652 207 808
• Distributor: Picnic Licensing Pty Ltd
• ACN: 647 642 117
• AFSL: 532540
• Manager: Picnic Services Pty Ltd
• ACN: 638 145 418
• Version: v1.0

Introduction

This Product Disclosure Statement (PDS) provides important information about the Directors and Officers Liability Protection (Protection) offered by Our Guard Mutual Limited. It is designed to help you understand the product and make an informed choice about joining the Mutual as a Member and applying for Protection.

About this Document

The PDS consists of two parts:

1. Part 1: PDS – Contains information about the Protection, becoming a Member, rights and entitlements, benefits, and risks.
2. Part 2: Directors and Officers Liability Protection Wording – Contains the terms and conditions of Protection, including benefits, exclusions, conditions, and claims process.

Before deciding to join the Mutual or hold Protection, it is important to read this PDS, the Financial Services Guide, and the Constitution carefully.

Product Usage Instructions

Becoming a Member

To become a Member of Our Guard Mutual Limited and apply for Directors and Officers Liability Protection, follow these steps:

1. Read this PDS and understand the benefits and risks of Protection.
2. Review the Financial Services Guide and the Constitution.
3. Visit the Our Guard Mutual website at https://www.ourguard.com.au to access the membership application form.
4. Complete the membership application form with accurate personal and contact details.
5. Submit the completed application form to Our Guard Mutual Limited.

Purchasing Protection

After becoming a Member of Our Guard Mutual Limited, you will have the opportunity to apply for Directors and Officers Liability Protection. Follow these steps:

1. Review the PDS Quotation provided to you, which includes details of the Protection and the Contribution (amount charged).
2. If satisfied, proceed with the purchase by accepting the terms and conditions.
3. A Schedule of Protection will be issued to you, which forms part of the terms and conditions of the Protection.

Note: It is essential to carefully read and keep this PDS for future reference.

FAQ

• Q: Can I update my Protection coverage?
• A: Yes, you can update your Protection coverage by contacting Our Guard Mutual Limited. They will provide guidance on the process and any associated changes to your Contribution.
• Q: How do I make a claim?
• A: To make a claim under Directors and Officers Liability Protection, follow these steps:

1. Refer to Part 2 of this PDS for detailed information on the claims process.
2. Contact the Claims Department of Our Guard Mutual Limited via telephone at 02 8310 7307 or email at [claims@ourguard.com.au](mailto:claims@ourguard.com.au).
3. Provide all necessary documentation and information to support your claim.
4. Cooperate with any investigations conducted by the Mutual.
5. Follow the instructions provided by the Claims Department throughout the claims process.

INTRODUCTION

ABOUT THIS DOCUMENT

This Product Disclosure Statement (PDS) is an important legal document. It is designed to help you understand what you need to know about Our Guard Mutual Limited (Mutual) ACN: 652 207 808 and the Directors and Officers Liability Protection (Protection) so you can make an informed choice about whether or not you wish to join the Mutual as a Member and how to apply for Protection. Directors and Officers Liability Protection is a financial risk product offered by Picnic Services Pty Ltd (Manager) ACN: 638 145 418 on behalf of the Mutual. It is provided by the Mutual on the terms contained in the PDS (subject to the operation of the Constitution and the Protection Wording).

Before you decide whether to join the Mutual or to hold Protection, please read this PDS, the Financial Services Guide1 and the Constitution carefully.

• Part 1 of this document is the PDS. It contains information about the Protection and how to become a Member of the Mutual including details about the rights and entitlements of Members and explains the benefits and risks that are relevant to purchasing Protection.
• Part 2 of this document is the Directors and Officers Liability Protection Wording. It contains the terms and conditions on which Protection is provided by the Mutual including the benefits, exclusions, conditions and other details about accessing the Protection including how to make a claim.

You will be offered the opportunity to apply for Protection when you join as a Member of the Mutual. At that time, you will be given a PDS Quotation which will provide details of the Protection provided and the amount charged for that Protection (referred to as your Contribution).

A Schedule of Protection will be issued to you when you purchase Protection and this forms part of the terms and conditions of the Protection. See Part 2 of this PDS for further details. Before making a decision about membership or Protection, please read this PDS carefully and keep it in a safe place for future reference.

The Mutual may update this document from time to time. When necessary, the Mutual will issue a supplementary or replacement document. This document contains words that may have special meaning. Such words are characterised in Title Case. Their meaning for the purpose of this document is described in the GLOSSARY.

For your quick reference, there are words in this document that are linked to other parts of the document or another document. Where a link exists, the word with the link will be shown in a different colour with an underline.

ABOUT THE MUTUAL

What is Our Guard Mutual?

Our Guard Mutual is a non-profit company limited by guarantee that has been formed to operate a discretionary mutual fund to provide financial protection for the benefit of customer-owned financial institutions who are Members of the Mutual. The Mutual offers discretionary risk protection, including the Directors and Officers Liability Protection and associated financial services solely to its Members. Claims on the Mutual may only be made by Members. Directors and Officers Liability Protection is one of the financial risk products offered by the Mutual. It is a financial risk product regulated under the Corporations Act 2001 (Cth) and it is an alternative to insurance – it is known as “discretionary risk protection” or “protection”.

As a discretionary mutual, the Mutual can use the combined purchasing power of its Members to spread the cost of risk and to provide additional benefits within the discretionary risk protection in areas where traditional insurers will not provide cover.

The Mutual and the Manager have worked closely with customer-owned financial institutions to design Directors and Officers Liability Protection, a product that is tailored to the needs of the members of the community of customer- owned financial institutions.

Who is involved?

The Manager is an authorised representative (AR No: 1300248) of Picnic Licensing Pty Ltd (Picnic) ACN: 647 642 117 (AFSL No: 532540). The Manager acts as the manager for the Mutual and offers membership and Protection on behalf of the Mutual. More information about the Manager is contained in the Financial Services Guide2.

The Manager is your first point of contact for any enquiries about membership and Protection. The Manager’s contact details are at the front of this document.

How is Our Guard Mutual managed?

The Board manages the Mutual with the assistance of the Manager who acts as a financial services and claims service provider, manager and membership administrator. The Manager will make offers of membership and Protection to eligible organisations who wish to participate and become a Member. The Board must abide by the Constitution of the Mutual, which sets out the objectives of the Mutual, its powers as a company limited by guarantee, the rules governing its operations, the eligibility criteria of Members, the election of directors and the conduct of Members’ and directors’ meetings. It also contains the power to exercise discretion in response to a Member’s claim for Protection should a Member suffer Loss of the type described in the Protection Wording (see Part 2 of this PDS for full details of the terms of Protection).

Each Member of the Mutual is entitled to appoint a representative to vote at a general meeting of members. One or more of the directors are also representatives of the Members. The Board also has the discretion to appoint other non-executive and independent directors, allowing them to participate in the decision-making process and represent the Members. Members have the right to have their claim(s) for Protection considered by the Board. The Board has the absolute discretion to accept or refuse a Member’s claim for Protection. Discretionary Protection is described in more detail.

Privacy

At Our Guard Mutual, your privacy is extremely important to us. We are committed to protecting the privacy of your personal information and to handling your personal information in a responsible manner. For full information and our Privacy Policy please visit Our Guard Privacy Policy3.

HOW DOES IT WORK?

Member-based community

The structure of the Mutual means it is owned by its Members and you will be invited to join as a Member before you are offered Protection. Only Members of the Mutual are entitled to access the benefits of the Protection when they pay their annual Contribution.

The Mutual uses the Contributions of all Members to fund costs involved in providing the Protection and other operating costs. The Contributions collected from all Members effectively fund the payment of Protection claims by the Mutual. The advantage of the Mutual’s structure is that it provides a cost effective way for Members to manage their financial risk arising out of Directors’ and Officers’ liability. By managing the risk pool in this manner along with the tax advantages, Contributions can be kept to a minimum.

As a mutual, where Members are part of a community, it is incumbent on Members to engage as a community. The power of the community is that it creates scale, as a whole, allowing the variable loss experience of individual Members of the community to be pooled. Member ownership of the Mutual allows savings from that pooling to be retained by the Mutual for the benefit of the Members.

Resilient Community

The success of the community is dependent on the Members. This includes how they manage their own risks and their behaviour relative to generally accepted norms. Failure of a Member to exhibit these desirable attributes may result in the cancellation of a Member’s membership and renewal not being offered on their Protection.

Strong Member Attributes

Typical Members of the Mutual are committed to proactive risk management and will have the following attributes:

• they provide information truthfully and accurately in respect to their Protection and claims;
• they fully cooperate with all reasonable requests in the course of processing their claim;
• they take all reasonable care to prevent and proactively manage any event which may give rise to a claim under this Protection;
• they take reasonable care in the selection and supervision of Directors, Officers and Employees; and
• they comply with all statutory and other obligations and regulations imposed by any authority.

If all Members adopt a mindful and respectful attitude to risk management then the Mutual will thrive and the pooled Contributions can be used widely to protect Members when they need it most.

GLOSSARY

Words with a special meaning:

• AFSL: Australian Financial Services Licence
• APRA: Australian Prudential Regulation Authority
• ASIC: Australian Securities & Investments Commission
• Board: The Board of directors of Our Guard Mutual Limited.
• Claim: Any:
  • written complaint by a Third Party containing a demand for compensation or damages;
  • civil or arbitration, mediation or alternative dispute resolution proceedings brought by a Third Party for recovery of compensation or damages;
  • criminal charge; or
  • formal administrative or regulatory proceedings commenced by the filing of a notice of charges, formal investigative order or similar document, against a Protected Person for a Wrongful Act.
• Company: The organisation named in the Schedule of Protection and any Subsidiary.
• Constitution: The current rules governing the relationship between the Mutual, its Members and Mutual Capital Instrument (MCI) Holders.
• Contribution: The amount we will charge you for the Protection for the duration of each Protection Period.

Deductible: The amount that you must first pay in relation to a claim. The amount may vary by type of claim and is shown on your PDS Quotation and Schedule of Protection.

Defence Costs: All reasonable and necessary costs and expenses incurred in the investigation, reporting on, defence or settlement of any Claim.

Director: A person who is appointed to the position of a director of the Company in any jurisdiction in which the Company is incorporated, whether or not validly appointed if they act in the position of a director and includes a person who is appointed to the position of an alternate director and acts in that capacity.

Employee: Any person that you have the right to direct who is:

• employed by you;
• apprenticed to you;
• hired or seconded from another party by you;
• a Director or Officer whilst performing acts falling within the scope of the usual duties of an employee; or
• a voluntary worker.

Employment Practices Breach: Any actual or alleged act, error or omission in connection with the recruitment, employment and termination of an Employee or applicant for a position as Employee.

GST: Goods and services tax per the meaning given in the A New Tax System (Goods and Services Tax) Act 1999.

Inquiry Representation Expenses: Reasonable legal costs and expenses arising out of any notice requiring a Protected Person’s attendance at an inquiry or proceeding before an official body or institution. Inquiry Representation Expenses does not include regular or overtime wages, salaries, fees or benefits of Protected Persons.

Limit(s) of Protection: The limit(s) that apply to the Protection, as stated in this PDS, your PDS Quotation or on your Schedule of Protection.
Loss: Amounts payable in respect of a Claim including damages, Defence Costs, Penalties, settlements and interest.
Member: A person, corporation, organisation or entity that has been admitted to membership of the Mutual in accordance with the Constitution.
Occurrence: An event, including continuous or repeated exposure to substantially the same conditions, which results in a Claim that is neither expected nor intended. All events of a series consequent on or attributable to one source or original cause are seen as part of one Occurrence.

Officer: A person who:

• makes, or participates in making, decisions that affect the whole, or a substantial part, of the business of the Company;
• is concerned in, or takes part in, the management of the Company; or
• has the capacity to affect significantly the Company’s financial standing.

Our Guard Mutual, the Mutual: Our Guard Mutual Limited, ACN: 652 207 808.
Outside Entity: Any company, entity, body, committee, council, club, association, trust or other enterprise whether incorporated or unincorporated that is exempt from the payment of income tax under State or Federal law and is not a Subsidiary.
PDS Quotation: The document titled ‘Product Disclosure Statement Quotation’ issued by the Mutual prior to purchasing the Protection that provides details of the Protection, including a quote for the amount of your Contribution, and which forms part of this PDS.
Penalties: Any civil, strict liability or administrative fines or penalties, where it is legally permissible to provide indemnity in the jurisdiction where the Claim is determined.
Picnic: Picnic Licensing Pty Ltd, ACN: 647 642 117 (AFSL No: 532540).
Picnic Services Pty Ltd, the Manager: Picnic Services Pty Ltd, ACN: 638 145 418 (AR No. 1300248).
Product Disclosure Statement (PDS): The document named Product Disclosure Statement issued by the Mutual.

Protected Person: Any natural person who is:

• a past, present or future Director or Officer of your Company;
• an Employee whilst acting in a managerial or supervisory capacity for your Company;
• deemed by relevant legislation to be a Director or Officer of your Company;
• a lawful spouse or domestic partner of an abovementioned Protected Person in respect of any alleged Wrongful Act of that Protected Person; or
• a trustee, director, officer or policy committee member of a retirement or superannuation or pension fund set up for the benefit of your Employees.

Protected Person includes legal representatives, heirs, assigns or estates of a deceased, incapacitated or bankrupt Director, Officer or Employee of your Company in respect of any alleged Wrongful Act of that Protected Person. Protected Person does not include any agent, contractor, consultant, external auditor, or liquidator, deed administrator, administrator or receiver (or the equivalent in any other jurisdiction) of your Company.

Protection Period: The duration of your Protection as stated in your Schedule of Protection.
Protection(s), Directors and Officers Liability Protection: A miscellaneous financial risk product used to manage Directors’ and Officers’ liability risks, issued to a Member in accordance with the Constitution.
Retroactive Date: The date specified in your Schedule of Protection.
Schedule of Protection: The current Schedule issued by the Mutual to you which sets out the scope and extent of the Protection including any Special Conditions applying to the Protection(s).
Securities: Shares, stocks, Mutual Capital Instruments, bearer instruments, derivatives, bonds, warrants, debentures, units in shares, units in trusts (including any evidence of indebtedness or other equity or debt security), rights under a depositary receipt or other securities (or interests therein) of whatever nature.
Special Condition: An additional term applied specifically to your Protection over and above the terms included in this PDS.

Subsidiary: Any company which you:

• control or controlled the composition of the board of directors;
• control or controlled more than half of the shareholder or equity voting power;
• hold or held more than half of the issued share capital or equity; or
• exercise effective management control over a joint venture or other entity of the Company.

Protection in respect of any such company applies only in respect of conduct committed or allegedly committed whilst the company was or is a Subsidiary.

Tax Invoice: The invoice issued to you by the Mutual which sets out the amount of your Contribution and any other amounts payable.
Third Party: Any natural person other than any Protected Person.

we, us, our: Our Guard Mutual.

Wrongful Act(s): Any actual or alleged breach of duty, breach of trust, neglect, error, omission, misstatement, misleading statement or Employment Practices Breach committed by:

• a Protected Person in his or her capacity as a Protected Person in the course of his or her duties to your Company; or
• you, but only with respect to a Claim for an Employment Practices Breach or arising in respect of the purchase, sale, transfer or ownership of Securities from, by or to you.

you, your(s): A member who holds a Protection as described in your Schedule of Protection.

PRODUCT DISCLOSURE STATEMENT

DISCRETIONARY RISK PROTECTION

Why does the Board have discretion to approve claims?

To qualify as discretionary protection, it is important for the Board to have the absolute discretion to accept or reject a Member’s claim. Otherwise there is a risk that the product would be considered an insurance product, and the Mutual would be required to be authorised under the Insurance Act 1973 (Cth) to conduct an insurance business.

By offering Protection that is discretionary, the Mutual is able to offer its Members a financial product for management of their Directors’ and Officers’ liability risks without establishing an insurance company. Discretionary protection is a financial product which is regulated by ASIC. Picnic is also supervised by ASIC, as the holder of the AFSL for the offer of financial products by the Manager and the Mutual.

APRA regulates insurance companies, but not discretionary mutuals such as Our Guard Mutual. This means the Mutual is not subject to the prudential standards which apply to insurance companies and are set by APRA or the provisions of the Insurance Act 1973 (Cth). The Protection is not subject to the Insurance Contracts Act 1984 (Cth).

Insurance is different to Protection because an insurer must indemnify a policyholder if the claim comes within the policy terms and conditions. Protection involves the Board deciding whether to exercise its discretion to pay a claim based on its understanding of the Member’s claim and its potential impact on the financial position of the Mutual.

The Board’s discretion will be exercised fairly and consistently, and with all due consideration to the merits and circumstances of each claim and the terms and conditions for the Protection set out in Part 2 of this PDS. The Board comprises non-executive independent directors as well as representatives for the Members, the Manager, and representatives acting for Mutual Capital Instrument Holders, in accordance with the Corporations Act 2001 (Cth). The Board sets guidelines to ensure that they exercise discretion in the interests of the Members and they will consider whether your claim falls within the Protection Terms and Conditions when deciding whether you qualify for the payment of your claim.

Notwithstanding that the Protection offered is not insurance, the Board seeks to maintain adequate claims provision, surplus assets, and its own insurance cover (as an excess of loss program to protect the Mutual from financial exposures). The Mutual also abides by governance policies and protocols which are benchmarked to the standard of the generally accepted reserving practices expected of a general insurer as contained in APRA’s prudential standards. There is no guarantee from the Federal Government’s Financial Claims Scheme in the event of insolvency of the Mutual.

This PDS explains the scope of protection available to Members including the risk management and other behaviours expected of Members and this gives Members an indication of the circumstances when the Board is likely to exercise its discretion in favour of the payment of a Member’s claim.

What are the Significant Risks?

Protection is a financial product and you should be aware of the following:

• Protection is not an insurance product.
  • The Protection is a ‘miscellaneous financial risk product’. This means that there is no automatic right of indemnity under the terms of the Protection. Instead, there is an automatic right to have a claim considered and the Member may ask the Board to exercise their discretion to indemnify them for the Loss. The payment of all claims is at the discretion of the Board.
• Whether there is adequate funding of the Mutual
  • If a large number of claims are made in any one year that exceeds the amount of Contributions that the Mutual has set aside to pay claims, there could be a risk that a Protection claim would not be paid.
  • To mitigate this risk, the Manager provides the Mutual with professional advice as to the adequacy of the Contributions to meet likely claims liabilities. In addition, the Mutual purchases its own insurance cover that may meet claims that exceed the Mutual’s self-retention limit.
• A Member could lose their Protection entitlements if their membership is cancelled
  • The Mutual is operated for the benefit of all Members. The Board reserves the right to expel Members in circumstances which are in the best interests of the Members as a whole, or where a Member breaches the rules of membership.

FINANCIAL INFORMATION

Cost of Protection

A Contribution is the amount you pay to the Mutual for each Protection Period.

The Mutual calculates the amount of the Contribution based on key factors which are relevant to your risk. Because the Mutual is a not-for-profit entity, there is no ‘profit factor’ built into the calculation of your Contribution. The amount of your Contribution will be shown in dollars on the PDS Quotation. If you decide to purchase the Protection, this amount will be confirmed in dollars on your Tax Invoice.

Tax implications

Your Contributions may be tax deductible. Contributions will be subject to GST and GST will be included in your PDS Quotation when we offer the Protection to you. There are no stamp duty or other insurance taxes (e.g. emergency services levy) payable on the Contribution. The Mutual does not provide any advice on the individual tax treatment for Members of having membership and Protection or the treatment of any claims that are paid to Members. Members should seek their own advice on tax issues, including the availability of any tax deductions.

Dealing with surplus

At the end of the financial year, there may be a ‘surplus’ of funds held by the Mutual – this is the amount that the Mutual retains and has not paid out in claims to Members.

The Mutual may in its discretion reserve these funds for additional and likely claims from Members and/or apply a surplus from a previous financial year to assist claim payments in future years. These funds can also be used by the Mutual to offer other benefits, reduce Contributions for Members, provide increased protection to Members, pay a dividend to Mutual Capital Instrument Holders where appropriate to do so, or for any other use approved by the Board on the grounds that it is considered beneficial to the membership base (e.g. the development of risk management programs) or which is permissible under the Constitution.

Unlike other public companies, Members are not entitled to receive surplus funds on voluntary winding up or after the closure of the financial year in order to preserve the tax treatment. If the Mutual is wound up, it could use a surplus for the purposes of its objects including in any successor mutual or risk vehicle, to offer other products and services that benefit the Members or by transferring the surplus to other non-profit organisations which provide benefits to the Members.

Estimating future payments

On the advice of its professional consultants and the Manager, the Mutual will calculate the total amount of Contributions that is reasonably required to ensure that the Mutual will have appropriate financial resources to discharge claims liabilities. Each year, the Mutual will model its future claims liabilities to Members based on a mathematical model and actuarial advice. The Mutual will manage these future liabilities and payments through its risk assessment process and reserves.

PROTECTION PERIOD

At least 28 days before the end of the current Protection Period, you will be provided with an offer to renew your Protection for another year or you will be notified that the Mutual is unable to renew your Protection. If we notify you that your Protection will not be renewed, the Protection will cease on the end date and time of the Protection Period shown on your current Schedule of Protection.

If we offer to renew your Protection, the notification document will include an updated Schedule of Protection. The terms of the Protection offered for the next period may be different from those that applied in the current period. Any adjustments to your Protection will be clearly communicated and may include the amount of your Contribution, Deductible, Limit(s) of Protection and Special Conditions. We may also issue a new PDS or update this PDS if the Protection offered changes substantially.

CANCELLING PROTECTION

You may choose to discontinue your Protection at any time. This can be done in a number of ways:

• Email us at hello@ourguard.com.au.
• Call us on 02 8310 7294.

During cooling off period

Where you cancel within 20 days of the commencement of the Protection Period and you have not lodged a claim relating to that period, you will be fully refunded any Contribution that has been collected for that period. This is known as the cooling off period.

After cooling off period

If you choose to cancel at any other time and have not made a claim, a refund will be provided subject to the relevant retained Contribution calculated as per the table below. The Mutual will retain a certain percentage of your Contribution depending on how long you have held the Protection. No refund will be provided if you have made a claim or are aware of any circumstance that you know (or ought reasonably to know) may give rise to a Claim, on or before such date of cancellation.

In certain circumstances the Mutual may cancel a Member’s Protection prior to the end of the current Protection Period and a refund may be provided for the cancelled Protection Period. In such circumstances a refund of your Contribution may be made on a pro rata basis. If you have made a claim during the Protection Period and we cancel your Protection, your Contribution may not be refunded.

No refund will be provided where:

• You have lodged a fraudulent claim or grossly misrepresented information about you in the application for protection; or
• You have not paid your Contribution within 14 days of its due date.

CHANGING PROTECTION

You need to tell us within 30 days if your circumstances change in such a way that may require changes to your level or type of Protection, or that increase the risks that are relevant to your Protection. In particular, you need to advise us if any of the answers provided in your application for Protection are no longer correct. You can do so by emailing us at hello@ourguard.com.au or calling us on 02 8310 7294. Any changes to your Protection will take effect from the date and time you nominate in the future, which may be any time from when you advise us of the change through to the end of the current Protection Period. We will issue you with an amended Schedule of Protection where relevant.

Your Contribution for your current Protection Period may change depending on the nature of the update. We will advise you promptly if additional Contributions must be paid by you. Additional Contributions will be due 14 days from when we issue you an amended Schedule of Protection. The amended Schedule of Protection will also advise what action we will take if you do not pay your additional Contributions by the due date. Where the changes are made after you have been offered to renew your Protection for a future Protection Period, a revised offer to continue Protection will be prepared and sent to you based on your new circumstances.

PROTECTION WORDING

This Protection applies for any Loss which arises out of a Claim first made against you or a Protected Person during the Protection Period and notified to us during the Protection Period. If a Retroactive Date is specified in your Schedule of Protection, claims will only be considered in respect of Wrongful Acts committed after the Retroactive Date. Limits apply to this Protection. They are summarised in your PDS Quotation and Schedule of Protection.

THE PROTECTION

Directors and Officers Liability

• We may protect the Loss of each Protected Person resulting from any Claim for which you have not agreed to provide indemnity.

Company Reimbursement

• We may protect you for your Loss resulting from any Claim against a Protected Person for which you have agreed to provide indemnity.

Company Securities Liability

• We may protect you for your Loss resulting from any Claim arising in respect of the purchase, sale, transfer or ownership of Securities from, by or to you.

EXTENSIONS OF PROTECTION

These extensions of cover are subject to all terms and conditions of the PDS. Limits apply and are summarised in your PDS Quotation and Schedule of Protection.

Additional Limit of Protection for Directors

We may protect the Loss of each Director resulting from a Claim for which you have not agreed to provide indemnity, where:

• the Limit of Protection is exhausted;
• there is no other indemnity or insurance available to the Director; and
• we have not already paid an amount related to the same Occurrence.

Continuous Protection

We may protect you and each Protected Person for Loss arising from a Claim:

• involving facts, circumstances or Occurrences of which you were aware at a date prior to the commencement of the current Protection Period; and
• you knew (or ought reasonably to have known) that such facts, circumstances or Occurrences may give rise to a Claim.

This Continuous Protection only applies where you have held Directors and Officers Liability Protection with the Mutual continuously since the date that you became aware that such facts, circumstances or Occurrences may give rise to a Claim.. We may apply the terms, conditions, exclusions and limitations of the earlier Protection that would have applied if we were notified at that date.

Extended Reporting Period

If you do not renew or replace this Protection with any other protection or insurance policy affording directors and officers liability coverage, we may provide an:

• automatic extended reporting period of up to 90 days commencing from the end of the Protection Period; or
• extended reporting period of up to 12 months commencing from the end of the Protection Period, provided the additional period is requested within 30 days of the end of the Protection Period and upon payment of the additional Contribution specified in your PDS Quotation and Schedule of Protection.

During an extended reporting period you may notify to us any Claim arising from a Wrongful Act committed or alleged to have been committed prior to the end of the Protection Period.

Inquiry Representation Expenses

We may protect Inquiry Representation Expenses incurred by:

• a Protected Person; or
• you, where you are legally permitted or required to pay the expenses,

arising from any inquiry or proceeding before an official body or institution which:

• the Protected Person is legally compelled to attend; and
• is in relation to your Company and the performance of the Protected Person’s duties in the business and/or conduct of the Company.

Occupational Health and Safety

We may protect the Defence Costs incurred by a Protected Person in defending a Claim alleging any breach of occupational health and safety legislation.

Outside Directorships

We may protect the Loss arising from a Claim against a Protected Person who at your written request is acting in the capacity of a Director or Officer of an Outside Entity. This protection only applies in excess of any indemnity or insurance available from or provided by the Outside Entity.

Personal Tax Liability

We may protect each Protected Person for the unpaid taxes of your Company that he or she becomes liable to pay as a result of a Claim arising from the insolvency, receivership or external administration of the Company.

Public Relations Expenses

We may protect each Protected Person for the reasonable fees, costs and expenses of external crisis management or public relations services which he or she engages to assist in protecting his or her professional reputation as a result of negative publicity arising from a Claim.

Retired Directors and Officers

If you do not renew or replace this Protection with any other protection or insurance policy affording directors and officers liability coverage, we may protect any Protected Person who retired from your Company during the Protection Period for his or her Loss from a Claim first made against him or her during the 84 months from the end of the Protection Period and arising from a Wrongful Act committed or alleged to have been committed prior to his or her date of retirement.

LIMITS OF PROTECTION

Your PDS Quotation and Schedule of Protection specify the Limits of Protection in respect of any one Occurrence, and in the aggregate for all Occurrences during the Protection Period. If a sub-limit is shown in the PDS Quotation or Schedule of Protection for a particular element of the Protection then this sub-limit is part of the Limit of Protection and is not in addition to the Limit of Protection.

EXCLUSIONS

The Board will not exercise its discretion to pay claims under this Protection arising in connection with any of the following circumstances:

• A dishonest, fraudulent, reckless, criminal or malicious act or omission by you or any Protected Person. This exclusion does not apply to any Protected Person who did not commit or condone such conduct.

• A deliberate breach of any statute or regulation by you or any Protected Person. This exclusion does not apply to any Protected Person who did not commit or condone such conduct.

• Facts, circumstances or Occurrences of which you were aware prior to the commencement of the Protection Period and which you knew (or ought reasonably to have
  known) may give rise to a Claim, except as protected under the Continuous Protection extension of protection.

• Bodily injury, sickness, disease or death of any person (but not emotional distress or mental anguish). However, this exclusion does not apply to Claims arising from an actual or alleged Employment Practices Breach.

• Destruction of or damage to tangible property including loss of use of the tangible property.

• The rendering, failure to render or a breach of contract to render professional services and/or professional advice.

• A Claim brought by or made on behalf of a Protected Person (except in relation to the Protected Person being a customer or Employee of your Company).

• Any act, error or omission occurring in the United States of America or Canada or any of their territories or protectorates or brought in a court within the Commonwealth of Australia or of New Zealand to enforce a judgment handed down in a court outside the Commonwealth of Australia or of New Zealand.

• Pollution, nuclear explosion or contamination.

• Pandemic and epidemic disease.

• Undeclared war, civil war, civil unrest, riot, insurrection, rebellion or revolution and hostilities.

• Warlike acts by a military force or military personnel, or the destruction, seizure or use of property for military purpose.

• Terrorism or threat of force or violence to a person or group or class of persons, or to property by one or more persons, claiming to be committed to a cause whether political, religious, ideological or similar purposes, including an intention to influence a government, or invoke fear.

CLAIMS

Making Claims

You can report a claim online at our website www.ourguard.com.au, by calling us on 02 8310 7307 or emailing us at claims@ourguard.com.au. As a Member of the Mutual, you will have an automatic right to have your claim for Protection considered by the Board.

The Manager will support the Mutual to manage claims and may make recommendations to the Board on whether or not to accept a claim and the amount to be paid. At its discretion, the Mutual may elect to take over the defence or settlement of any claim. The Board’s discretion to refuse or reduce a claim is absolute. The Board has the power to pay claims that do not fall within the terms and conditions in Part 2 of this PDS. If the Board exercises its discretion not to pay the claim, or to pay only part of the claim, we shall advise you promptly.

Assessing Claims

We require you to give us and the Manager your full cooperation and comply with all our reasonable requests in relation to your claim, including but not limited to;

• supplying all information completely, truthfully and honestly about:
  • the incident giving rise to the claim; and
  • you or anyone else protected under your Protection;
• providing assistance needed to recover our costs from other parties;
• within a reasonable timeframe of our request, providing any information, written statements, evidence and help we may need in defending, prosecuting and investigating the claim;
• attending an interview with our assessor or investigator;
• assisting any agents appointed by us (such as solicitors); and
• attending court to give evidence.

If you receive any legal demand, subpoena, originating process for a trial or court proceeding or claim arising out of any incident which is relevant to the Protection, copies of these are to be sent to us immediately. Furthermore, you must assist us in taking or defending legal action in your name, including providing statements to legal representatives and appearance at trial or any other court proceedings.

Claim Deductible

All claims are subject to a Deductible which is displayed on your PDS Quotation and Schedule of Protection. At the time of the claim, the amount determined as the Loss under the Protection will be compared to the Deductible. If the Loss does not exceed the Deductible, your claim will not be paid. If the Loss does exceed the Deductible, the amount for payment will be considered after subtracting the Deductible amount from the Loss. The amount of the Deductible is included in the Limit(s) of Protection shown in your PDS Quotation and Schedule of Protection.

Accepting Claims

• In most cases your claim will be accepted by the Mutual when you first make the claim. This acceptance may be subject to the assessment of the relevant incident.
• Where the claim is not able to be immediately accepted, it will be presented for review by the Board, or a committee appointed to represent the Board.

Settling Claims

• We will never pay more than the limits described in the LIMITS OF PROTECTION section and shown on your PDS Quotation and Schedule of Protection.
• We may commence or defend legal action in your name and recover our costs from a third party.
• Should the Board determine that the limits described in the LIMITS OF PROTECTION section will not be sufficient to settle your claim, then the Board may first pay the Loss of each Protected Person. The Board may then pay the Loss of the Company, up to the remaining Limit(s) of Protection.

Appointing a Representative

If you want to appoint someone to represent you in relation to your claim, then you need to tell us and we need to agree. You can appoint someone to manage your claim for you like an employee or volunteer. However, you can’t appoint someone who has a conflict of interest – for example, someone who supplies goods or services to the Mutual that relate to your claim such as a solicitor.

Complaints

If you have a complaint about the handling of your claim or any other matter relating to the Protection, the process for lodging your complaint is detailed in the Financial Services Guide4.

https://www.ourguard.com.au/corporate-documents

Contacts

For more information, contact the Manager:

General/Membership/Protection

• Telephone: 02 8310 7294
• Email: hello@ourguard.com.au

Claims

• Telephone: 02 8310 7307
• Email: claims@ourguard.com.au

Complaints

• Telephone: 02 8310 7294
• Email: disputes@ourguard.com.au

Privacy

• Telephone: 02 8310 7294
• Email: privacy@ourguard.com.au

Mutual – Our Guard Mutual Limited

• Telephone: +61 2 8310 7294
• (Mon to Fri except public holidays from 8.30am to 5.30pm, AEST)
• Email: hello@ourguard.com.au
• Post: PO Box 21, Buddina, QLD, 4575
• Website: www.ourguard.com.au

AFS Licensee – Picnic Licensing Pty Ltd

• Telephone: 02 8310 6981
• Email: afsl@picniclabs.io

This document is dated 15 September 2023 and issued by Our Guard Mutual Limited ACN: 652 207 808. Distribution of this document has been authorised by: Picnic Licensing Pty Ltd ACN: 647 642 117 AFSL 532540

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