Director of thinking about responsibility

Directors and managers of Russian companies have not yet sought to insure their civil liability. Polis D & O (directors and officers liability insurance) is still with us to the category of the exotic. Its becoming mostly large public companies and companies involved in the management of foreign executives. Although D & O market has existed in Russia for 15 years, the volume of its minimum. According to experts of the insurance company "Chartis' fees do not exceed $ 30-40 million is not comparable with the volume of premiums abroad. In the U.S. and many European countries are not hired manager will begin work without the policy D & O. This is understandable: In developed economies, the grounds for claims against directors for administrative errors may be found many: the practice of litigation on such claims there worked through. Known mass of high-profile international processes related to such claims. "In the U.S. and Europe, D & O policies are buying large and medium-sized companies. Claims for claims falling under the cover of D & O, on average, more than $ 3 million, while costs per insured event - about $ 500 thousand, "- says the Deputy Director of the Centre of liability insurance" Rosno "Boris Kuzin. According to him, according to international practice, the number of claims that fall under the policy D & O, increasing annually by 15-20%. Moreover, the size of lawsuits and insurance claims could be enormous. The German company Allianz annually pays compensation insurance for D & O, whose size can reach hundreds of millions of dollars. Another market leader in D & O, the company Chartis, the suit against Deutsche Telekom for overestimate of the directors of the last value of the assets paid out about $ 120 million a multimillion-dollar lawsuit against the directors of Royal Ahold NV of the Netherlands for the manipulation of financial statements, as reported by "F." Vladimir Kremer, head of financial risks insurance companies "Chartis" has been settled with prosecutors for 8 million euros. Not surprisingly, the top managers and salaried directors tend to get a policy. Such insurance can protect themselves against physical damage and from court costs. In Russia, however, is different. We have to involve personal responsibility for the mismanagement of directors hired almost impossible. However, the situation could change very soon. First of all, because the market revives IPO, and many companies are planning to go on foreign stock exchanges. And there is no D & O policy is not enough. But there are other reasons - to stimulate growth of the market will change in Russian law. Pioneers of D & O. The pioneer of the market D & O Corporation was "VimpelCom". In 1996, before the IPO, it has insured its liability management. "Our company first came to the New York Stock Exchange and had to take into account the risks arising from potential claims of U.S. shareholders. This policy is not required to exit the company on the NYSE, but its presence is perceived by all market participants as the best practice », - said General Director of" VimpelCom "Elena Shmatova. Since then, "VimpelCom" program of liability insurance executives, board members and the Audit Commission is required. According to Elena Shmatova, the company had only one case where it might need to intervene insurance company, but, fortunately, it did not happen. In December 2004, "VimpelCom" issued a press release about the preliminary results of a tax audit, resulting in its shares have fallen 25% in two days. Immediately after this two private shareholders - natural persons and one shareholder - the legal person sued in a New York court against the company, its general and financial directors. "The charges against the leadership of" VimpelCom "lay in the fact that it was not informed in advance of shareholders' tax risks. In particular, when the company was accused of underpayment of taxes totaling 4.4 billion rubles (in the final solution amount was reduced to 490 million rubles). The court was on the side of "VimpelCom". Liability insurance policy D & O was not involved, but we are duly informed the insurer of all claims alleged "- commented Elena Shmatova. That is, it sums up, policy D & O - by no means a formality. "As our own experience, such a policy we really come in handy, as added confidence in the management of litigation matters. Although we have considered themselves right-wing court in the United States is a test of a person in any situation, and feel the support of the company in these circumstances, it is very important, "- she added. Today, most public companies already have a policy of D & O. Among them, Sberbank, VTB, "Lukoil", "Wimm-Bill-Dann" MTS "Transcontainer" and others. This list is constantly growing by the companies whose shares are traded on global exchanges. "The biggest clients are companies that go for an IPO. In fact, for them it's mandatory insurance, since the probability of claims increased at times, but for the last six months we have seen interest in this type of insurance from organizations of various spheres of activity - one of our clients is an educational institution, "- said" F. "Anton Kaziev, Deputy Head of Financial Institutions Insurance" Ingosstrakh ". However, insurers are not particularly eager to share data about their customers. Even more difficult to obtain information about payments on its policies D & O. Insurers refer to the privacy, and the companies tend not to advertise claims that apply to their top executives. The Russian experience. Payments on its policies, there are here. According to Vladimir Kremer, the company "Chartis" in Russia had to pay for losses on its policies D & O, although the amounts of these payments are not comparable with compensation to be paid abroad. "One of the Russian cases - this is compensation for the costs of investigation and defense in a criminal trial on charges of chief accountant of a well-known companies in tax evasion. The chief accountant wrote off costs at the end of the year, and tax authorities considered that it had to be done next year. As a result went to court over the period of limitation, but at that time, "Chartis" has already reimbursed the cost of protecting the chief accountant for about $ 100 thousand, "- said" F. "Vladimir Kremer. According to him, the practice of bringing to justice senior managers should apply in Russia is larger. "There is a known statistics of the Bank of Russia, which says that since 2005 has 14 entered into force court decisions to recover from the Russian bank directors over 4 billion on various civil law suits. Also, claims are now being considered to bring to civil liability of directors Russian banks over $ 5 billion rubles ", - Vladimir Kremer shared information. Known story of the corporation "Mechel". As reported by the media, private investors from the United States in 2009, sued the Southern District of New York's lawsuit against the Russian company. She was accused that she did not inform investors about the conduct in respect of investigations by competition authorities, as investors have entered in error. At the top managers corporation policy was D & O. However, neither the insurer nor myself, "Mechel" did not want to comment on this story. However, according to an independent expert who is familiar with the situation, the policy worked. "The court decision is still pending, but the insurer already covers the cost of legal support for this process, the costs for attorneys involved in protecting the interests of top managers. And these costs are already more than one million rubles ", - he said. The fact that the number of claims against the directors of Russia's growing, say experts and "Ingosstrakh". "The Russian legislation contains a lot of opportunities for all claims directors and shareholders are well protected, third parties and employees of companies", - says Anton Kaziev. According to him, the company has already participated in the settlement of insurance claims for liability insurance for directors. In recent years, expanding the Russian judicial practice complaints and claims from shareholders, government agencies, lenders, not to the company and directly to management. In addition, the cases become more common claims, lawsuits by the company or the shareholders and management of business caused by damage. "This trend is largely due to the fact that in Russia, more and more owners give authority for the management company hired by the management, which is not always enough experience" - sums up the expert "Rosno." Errors under cover. This in itself Insurance D & O - product complex. They do not all companies. Among the leaders of the "Chartis", "Alliance", "Ingosstrakh" Rosno "," Alfa Insurance ". As acknowledged by the insurers, each such policy - "piece goods", he always made exclusively for the client and requires serious consideration. Object of Insurance D & O - Manager liability to third parties whose interests may be affected. First of all we are talking about the shareholders of the company, but claims manager may also bring partners and creditors, competitors, supervisors and regulators, and even employees of the company. Experts believe that the heightened risk for directors occur most often during mergers and acquisitions in the issuance of securities, that is, when trying to attract additional assets of the company. Damage can be caused by errors, omissions, improper investments, mistaken policies on mergers and acquisitions, misappropriation of funds of the company, the use of insider information, violations of labor and antitrust law, and as a result of reckless public statements. To erroneous actions, according to Boris Kuzin, can, for example, include inaccurate or incomplete disclosures made in the financial statements, investment returns and prospectuses, failure to follow procedure for large transactions, or failure to disclose material facts, incorrect assessment of transactions, the application of methods unfair competition. The policy also covers errors in decision making, non-compliance procedures under the Russian law on corporate issues, the charter of the company's internal documents of the company - for example, in the process of restructuring, capital increase, or conversion of shares of additional issue, pay dividends, make decisions without the consent of the Shareholders and much more. "The practice of concluding such agreements is that the policy is based on" all risks ", ie the policy covers everything that is not excluded. If a half years ago, the exclusion list was large enough, now the main exception to this is intentional wrongful acts ", - says Anton Kaziev. This means that the compensation will be paid only if the errors were inadvertent director. Insurers are not liable to pay compensation if they arise as a result of intentional or wrongful action by the manager. After all, only insured the civil liability of directors, but not a criminal and not administrative. "The major exceptions of the policy are deliberate acts of directors, and illegal financial benefit to which the head was not entitled, the amount of administrative fines and tax payments, already known at the beginning of the period of insurance, as well as the requirements for the injury to life and health, property damage, that is covered by the contract of insurance of property ", - says Vladimir Kremer. Typically, D & O policy issued to several top officials of the company, and the limit of liability of the insurance company is also set to one at all, rather than individually. On average, large corporations include insurance of 15-20 people - presidents, board members and board, chiefs of individual services and departments. The main program usually includes two coats. First, it costs the company in connection with compensation paid by the heads of the charges against them claims (in this case, to indemnify the company). Secondly, the costs borne by managers themselves, in case the company by law can not recover their costs (reimbursed losses themselves directors). Such contracts are usually for a year, but may provide and the possibility of extending the period of coverage even after the expiration of the contract. And another important advantage - the policy covers all the legal costs of lawsuits brought against the directors, even before the court decision is made. "The contract of insurance in the first place paid upfront cost of protecting a variety of director, officer until proven guilty of causing harm to others. And then, when taken all necessary measures to protect the interests of the manager (and indirectly the company and shareholders), and the manager still be found guilty of causing harm, the insurer compensates the injury ", - says Boris Kuzin. Price responsibility. Enter into a contract D & O insurance is not so simple. To do this, the company will need maximum transparency because insurers ask for detailed information about its activities: the list of shareholders, accounting for several years, the results of audits, information on the additional issue, mergers and acquisitions. Be sure to analyze the structure of share capital, the parameters of the placement of securities of the company, the structure of corporate governance and internal audit. "Insurers that have actually become partners in terms of incurring rice-ing, are entitled to full disclosure of information in the preparation of proposals and issuance of the policy. It is advisable to give this serious consideration and not to hide any problems from their partner "- advises Elena Shmatova. Rates are calculated individually for each company. Value of the policy is determined by the probability of a claim. According to experts' Rosno "insurance premium depends on many parameters: the results of financial analysis, evaluation of economic activities of the company, state of the industry as a whole, the availability and conditions of listing securities, professional experience of the insured, the presence of possible risks in countries with developed legal environment and much more. Everything has its "weight": the value of the assets of the company, its profile, leverage (debt structure), the absence of claims against directors, the presence of past mergers and acquisitions and other factors. In the market average insurance rates vary from 0.25 to 3% of the limit of liability. Much depends on the coverage, geography, business, circulation of securities. For example, if there is no coverage for claims by the Securities and insurance only in the Russian Federation, tariffs will be minimal. In the case of coverage for claims by the Securities and insurance throughout the world except the U.S. and Canada - 1.5-2.5%. If the coating allows for claims on securities, insurance and the territory - the "whole world", including the U.S. and Canada, the rate will be the highest. Given the current practice of covering the territory of insurance "whole world" provides the payment of insurance compensation claims in any jurisdiction. As for the limits of coverage, then the range even further. Depending on the nature of the company the sum insured can be set from 15 million rubles to 1 billion rubles. For companies with a capitalization of $ 500 million, with no assets abroad and traded securities, the limit is usually less than $ 5 million to companies that conduct an IPO in Russia, quite a limit of $ 10-15 million, the companies with the risk of Western IPO - $ 20-30 million . The limits of liability of the largest Russian companies - leaders in their industry is $ 50-75 million, but can reach $ 100 million or more. However, the most common insurance amount, according to insurers, falls in the $ 5-10 million in its IPO in aid. Explosive growth in the market D & O insurers do not expect, but a gradual increase in the number of contracts will be. Drivers of the market in the coming years and will remain so until the initial public offering. The desire to trade in London or New York - the main reason that our company will be thinking about policies with D & O. Directors and managers of Russian companies have not yet sought to insure their civil liability. Polis D & O (directors and officers liability insurance) is still with us to the category of the exotic. Its becoming mostly large public companies and companies involved in the management of foreign executives. Although D & O market has existed in Russia for 15 years, the volume of its minimum. According to experts of the insurance company "Chartis' fees do not exceed $ 30-40 million is not comparable with the volume of premiums abroad. In the U.S. and many European countries are not hired manager will begin work without the policy D & O. This is understandable: In developed economies, the grounds for claims against directors for administrative errors may be found many: the practice of litigation on such claims there worked through. Known mass of high-profile international processes related to such claims. "In the U.S. and Europe, D & O policies are buying large and medium-sized companies. Claims for claims falling under the cover of D & O, on average, more than $ 3 million, while costs per insured event - about $ 500 thousand, "- says the Deputy Director of the Centre of liability insurance" Rosno "Boris Kuzin. According to him, according to international practice, the number of claims that fall under the policy D & O, increasing annually by 15-20%. Moreover, the size of lawsuits and insurance claims could be enormous. The German company Allianz annually pays compensation insurance for D & O, whose size can reach hundreds of millions of dollars. Another market leader in D & O, the company Chartis, the suit against Deutsche Telekom for overestimate of the directors of the last value of the assets paid out about $ 120 million a multimillion-dollar lawsuit against the directors of Royal Ahold NV of the Netherlands for the manipulation of financial statements, as reported by "F." Vladimir Kremer, head of financial risks insurance companies "Chartis" has been settled with prosecutors for 8 million euros. Not surprisingly, the top managers and salaried directors tend to get a policy. Such insurance can protect themselves against physical damage and from court costs. In Russia, however, is different. We have to involve personal responsibility for the mismanagement of directors hired almost impossible. However, the situation may change in the near future. First of all, because the market revives IPO, and many companies are planning to go on foreign stock exchanges. And there is no D & O policy is not enough. But there are other reasons - to stimulate growth of the market will change in Russian law. Pioneers of D & O. The pioneer of the market D & O Corporation was "VimpelCom". In 1996, before the IPO, it has insured its liability management. "Our company first came to the New York Stock Exchange and had to take into account the risks arising from potential claims of U.S. shareholders. This policy is not required to exit the company on the NYSE, but its presence is perceived by all market participants as the best practice », - said General Director of" VimpelCom "Elena Shmatova. Since then, "VimpelCom" program of liability insurance executives, board members and the Audit Commission is required. According to Elena Shmatova, the company had only one case where it might need to intervene insurance company, but, fortunately, it did not happen. In December 2004, "VimpelCom" issued a press release about the preliminary results of a tax audit, resulting in its shares have fallen 25% in two days. Immediately after this two private shareholders - natural persons and one shareholder - the legal person sued in a New York court against the company, its general and financial directors. "The charges against the leadership of" VimpelCom "lay in the fact that it was not informed in advance of shareholders' tax risks. In particular, when the company was accused of underpayment of taxes totaling 4.4 billion rubles (in the final solution amount was reduced to 490 million rubles). The court was on the side of "VimpelCom". Liability insurance policy D & O was not involved, but we are duly informed the insurer of all claims alleged "- commented Elena Shmatova. That is, it sums up, policy D & O - by no means a formality. "As our own experience, such a policy we really come in handy, as added confidence in the management of litigation matters. Although we have considered themselves right-wing court in the United States is a test of a person in any situation, and feel the support of the company in these circumstances, it is very important, "- she added.

Today, most public companies already have a policy of D & O. Among them, Sberbank, VTB, "Lukoil", "Wimm-Bill-Dann" MTS "Transcontainer" and others. This list is constantly growing by the companies whose shares are traded on global exchanges. "The biggest clients are companies that go for an IPO. In fact, for them it's mandatory insurance, since the probability of claims increased at times, but for the last six months we have seen interest in this type of insurance from organizations of various spheres of activity - one of our clients is an educational institution, "- said" F. "Anton Kaziev, Deputy Head of Financial Institutions Insurance" Ingosstrakh ". However, insurers are not particularly eager to share data about their customers. Even more difficult to obtain information about payments on its policies D & O. Insurers refer to the privacy, and the companies tend not to advertise claims that apply to their top executives. The Russian experience. Payments on its policies, there are here. According to Vladimir Kremer, the company "Chartis" in Russia had to pay for losses on its policies D & O, although the amounts of these payments are not comparable with compensation to be paid abroad. "One of the Russian cases - this is compensation for the costs of investigation and defense in a criminal trial on charges of chief accountant of a well-known companies in tax evasion. The chief accountant wrote off costs at the end of the year, and tax authorities considered that it had to be done next year. <<>> As a result went to court over the period of limitation, but at that time, "Chartis" has already reimbursed the cost of protecting the chief accountant for about $ 100 thousand, "- said" F. "Vladimir Kremer. According to him, the practice of bringing to justice senior managers should apply in Russia is larger. "There is a known statistics of the Bank of Russia, which says that since 2005 has 14 entered into force court decisions to recover from the Russian bank directors over 4 billion on various civil law suits. Also, claims are now being considered to bring to civil liability of directors Russian banks over $ 5 billion rubles ", - Vladimir Kremer shared information. Known story of the corporation "Mechel". As reported by the media, private investors from the United States in 2009, sued the Southern District of New York's lawsuit against the Russian company. She was accused that she did not inform investors about the conduct in respect of investigations by competition authorities, as investors have entered in error. At the top managers corporation policy was D & O. However, neither the insurer nor myself, "Mechel" did not want to comment on this story. However, according to an independent expert who is familiar with the situation, the policy worked. "The court decision is still pending, but the insurer already covers the cost of legal support for this process, the costs for attorneys involved in protecting the interests of top managers. And these costs are already more than one million rubles ", - he said. <<>> The fact that the number of claims against the directors of Russia's growing, say experts and "Ingosstrakh". "The Russian legislation contains a lot of opportunities for all claims directors and shareholders are well protected, third parties and employees of companies", - says Anton Kaziev. According to him, the company has already participated in the settlement of insurance claims for liability insurance for directors. In recent years, expanding the Russian judicial practice complaints and claims from shareholders, government agencies, lenders, not to the company and directly to management. In addition, the cases become more common claims, lawsuits by the company or the shareholders and management of business caused by damage. "This trend is largely due to the fact that in Russia, more and more owners give authority for the management company hired by the management, which is not always enough experience" - sums up the expert "Rosno." Errors under cover. This in itself Insurance D & O - product complex. They do not all companies. Among the leaders of the "Chartis", "Alliance", "Ingosstrakh" Rosno "," Alfa Insurance ". As acknowledged by the insurers, each such policy - "piece goods", he always made exclusively for the client and requires serious consideration. Object of Insurance D & O - Manager liability to third parties whose interests may be affected. First of all we are talking about the shareholders of the company, but claims manager may also bring partners and creditors, competitors, supervisors and regulators, and even employees of the company. <<>> Experts believe that the heightened risk for directors occur most often during mergers and acquisitions in the issuance of securities, that is, when trying to attract additional assets of the company. Damage can be caused by errors, omissions, improper investments, mistaken policies on mergers and acquisitions, misappropriation of funds of the company, the use of insider information, violations of labor and antitrust law, and as a result of reckless public statements. To erroneous actions, according to Boris Kuzin, can, for example, include inaccurate or incomplete disclosures made in the financial statements, investment returns and prospectuses, failure to follow procedure for large transactions, or failure to disclose material facts, incorrect assessment of transactions, the application of methods unfair competition. The policy also covers errors in decision making, non-compliance procedures under the Russian law on corporate issues, the charter of the company's internal documents of the company - for example, in the process of restructuring, capital increase, or conversion of shares of additional issue, pay dividends, make decisions without the consent of the Shareholders and much more. "The practice of concluding such agreements is that the policy is based on" all risks ", ie the policy covers everything that is not excluded. If a half years ago, the exclusion list was large enough, now the main exception to this is intentional wrongful acts ", - says Anton Kaziev. <<>> This means that the compensation will be paid only if the errors were inadvertent director. Insurers are not liable to pay compensation if they arise as a result of intentional or wrongful action by the manager. After all, only insured the civil liability of directors, but not a criminal and not administrative. "The major exceptions of the policy are deliberate acts of directors, and illegal financial benefit to which the head was not entitled, the amount of administrative fines and tax payments, already known at the beginning of the period of insurance, as well as the requirements for the injury to life and health, property damage, that is covered by the contract of insurance of property ", - says Vladimir Kremer. Typically, D & O policy issued to several top officials of the company, and the limit of liability of the insurance company is also set to one at all, rather than individually. On average, large corporations include insurance of 15-20 people - presidents, board members and board, chiefs of individual services and departments. The main program usually includes two coats. First, it costs the company in connection with compensation paid by the heads of the charges against them claims (in this case, to indemnify the company). Secondly, the costs borne by managers themselves, in case the company by law can not recover their costs (reimbursed losses themselves directors). Such contracts are usually for a year, but may provide and the possibility of extending the period of coverage even after the expiration of the contract. <<>> And another important advantage - the policy covers all the legal costs of lawsuits brought against the directors, even before the court decision is made. "The contract of insurance in the first place paid upfront cost of protecting a variety of director, officer until proven guilty of causing harm to others. And then, when taken all necessary measures to protect the interests of the manager (and indirectly the company and shareholders), and the manager still be found guilty of causing harm, the insurer compensates the injury ", - says Boris Kuzin. Price responsibility. Enter into a contract D & O insurance is not so simple. To do this, the company will need maximum transparency because insurers ask for detailed information about its activities: the list of shareholders, accounting for several years, the results of audits, information on the additional issue, mergers and acquisitions. Be sure to analyze the structure of share capital, the parameters of the placement of securities of the company, the structure of corporate governance and internal audit. "Insurers that have actually become partners in terms of incurring rice-ing, are entitled to full disclosure of information in the preparation of proposals and issuance of the policy. It is advisable to give this serious consideration and not to hide any problems from their partner "- advises Elena Shmatova. Rates are calculated individually for each company. Value of the policy is determined by the probability of a claim. According to experts' Rosno "insurance premium depends on many parameters: the results of financial analysis, evaluation of economic activities of the company, state of the industry as a whole, the availability and conditions of listing securities, professional experience of the insured, the presence of possible risks in countries with developed legal environment and much more. <<>> Everything has its "weight": the value of the assets of the company, its profile, leverage (debt structure), the absence of claims against directors, the presence of past mergers and acquisitions and other factors. In the market average insurance rates vary from 0.25 to 3% of the limit of liability. Much depends on the coverage, geography, business, circulation of securities. For example, if there is no coverage for claims by the Securities and insurance only in the Russian Federation, tariffs will be minimal. In the case of coverage for claims by the Securities and insurance throughout the world except the U.S. and Canada - 1.5-2.5%. If the coating allows for claims on securities, insurance and the territory - the "whole world", including the U.S. and Canada, the rate will be the highest. Given the current practice of covering the territory of insurance "whole world" provides the payment of insurance compensation claims in any jurisdiction. As for the limits of coverage, then the range even further. Depending on the nature of the company the sum insured can be set from 15 million rubles to 1 billion rubles. For companies with a capitalization of $ 500 million, with no assets abroad and traded securities, the limit is usually less than $ 5 million to companies that conduct an IPO in Russia, quite a limit of $ 10-15 million, the companies with the risk of Western IPO - $ 20-30 million . The limits of liability of the largest Russian companies - leaders in their industry is $ 50-75 million, but can reach $ 100 million or more. <<>> However, the most common insurance amount, according to insurers, falls in the $ 5-10 million in its IPO in aid. Explosive growth in the market D & O insurers do not expect, but a gradual increase in the number of contracts will be. Drivers of the market in the coming years and will remain so until the initial public offering. The desire to trade in London or New York - the main reason that our company will be thinking about policies with D & O. "Further integration into the international economy, the output of domestic firms in foreign markets, in particular participation in mergers and acquisitions, significantly increase the risk of exposure to Russian directors of lawsuits brought against them by foreign investors, lenders and partners", - Elena Shmatova sure. «IPO is the locomotive of this type of insurance because the company in an IPO reveals a wealth of information about themselves and feel the increased investor attention," - adds Vladimir Kremer. And to convince the experts of "Ingosstrakh", the company issuing the IPO, have become engines of directors' liability insurance. "For 2010 and first half of 2011 there is a noticeable revival in the market D & O, as well as a significant increase in fees," - says Anton Kaziev. According to "Rosno" over the past years, the market D & O insurance in Russia to grow at 5%. According to estimates of the Association of European Businesses, is a global stock market recovery after the crisis: the number of IPO in the world rose from 597 in 2009 to 1393 in 2010. <<>> However, about 25 Russian companies are planning on placing the RTS 2011-2012. It is a revival of the IPO market, insurers have pinned their main hopes. However, the situation changes drastically only when we have tightened the requirements for standards of corporate governance, will be accumulated jurisprudence to civil liability and business leaders for mistakes. "For the mass distribution of directors' liability insurance is necessary to develop market relations and the explicit principle of state necessity and inevitability of financial responsibility for any business," - said at the recent conference on the 15th anniversary of D & O, the president of Russian Union of Insurers Andrew Kigim. Perspectives on the way there. Now there is a serious debate over amendments to the Civil Code. The amendments just for the rise of the personal liability of directors. This bill will be considered by the State Duma as early as the autumn session. The points of risk in the liability insurance of the person responsible who is insured under a contract of D & O persons claiming requirement may be members of the board of directors (supervisory board). The members of the collegial executive body (Management Board). Person employed in a sole executive body (the CEO, President). Other employees of the company with guidance and / or supervisory functions Shareholders (members of society). <<>> Investors. The company itself. Lenders. Government agencies. The company's employees in labor disputes, etc. Written claim or written statement, the notice. Civil / arbitration, claim, counterclaim. Criminal charges / proceedings of the case. Formal regulatory, administrative, arbitration or investigation, carried out by regulatory, supervisory bodies Source: Information Major lawsuits against companies the top managers of companies in 2004-2008 Country Company Name Description Plaintiff Claim Germany Dom-Brau Dom-Brau former CEO of the company had to pay compensation by the court because he was not paying enough attention the main line of business, focusing on investments in real estate 815 thousand euros Italy Parmalat SpA state agencies, Parmalat Parmalat Finanziaria SpA filed a lawsuit on their founders and other former executives who were involved in the largest in Italy, $ 10 billion bankruptcy of Spain Santander Central Hispano SA Shareholders of the President of the company was sued for bonuses and pensions paid to former executive individuals who helped him with the organization of the merger of Spain's biggest bank 152 million euros Switzerland Swissair Group liquidator (trustee) Swissair Group AU filed a lawsuit for damages caused by former directors and executive officials in transactions that occurred prior to the bankruptcy 179.2 million Euro USA Sony Corporation Columbia Pictures Japanese group sued the former shareholders of Columbia Pictures for the fact that in the process of acquisition of confidential information was disclosed $ 25 million Source: Rosno Russian IPO in 2011, the Company Exchange volume of funds, $ million GMS Group LSE 360 LSE 575 reference group GK "Rusagro» LSE 330 LSE Nomos Bank 718 Yandex NV