(Swiss Verein; Zug register; principal base Geneva. This Bylaw establishes GRF’s insurance architecture and indemnification administration for Trustees, Officers, Chairs, CB personnel, Executive Management (EM), staff, secondees, and volunteers. It integrates Board-reserved powers and Delegation of Authority (Art. 9), CB (Privy Council) Clearance and Council System of Record (CSR) filings (Arts. 9.3, 12–13), and interfaces with procurement (Bylaw 7), data/security (Arts. 9, 15), ethics (Art. 16), events & protocol (Bylaw 10), disputes (Art. 18) and dissolution (Art. 20). EN controls; FR/DE companions may be issued.)
12.0 Construction, Principles & Roles
12.0.1 Principles
(a) Continuity & solvency first: ring-fenced, rated capacity with audited controls.
(b) Indemnify in good faith: protect eligible persons acting honestly within mandate.
(c) No capture: insurance placements and indemnities may not dilute Independence (Art. 3).
(d) Swiss law compliant: no advance release from liability for unlawful intent or gross negligence (Swiss CO, analog to Art. 100).
(e) Trust-minimized: every material step is cleared by CB, filed in CSR, and auditable.
12.0.2 Roles (RACI)
- Board of Trustees: approves insurance strategy, limits, carriers/broker (Art. 9.1(d)); adopts indemnification policy; authorizes settlements above thresholds.
- Audit & Risk Committee (ARC): recommends limits/retentions; oversees claims posture.
- Finance & Investment Committee (FIC): reviews premium funding, collateral, and treasury interfaces.
- Central Bureau (CB): Clearance of placements/endorsements/claims notices; maintains Insurance & Indemnity Registers; gazettes material outcomes.
- General Counsel (GC): coverage counsel; indemnification eligibility determinations (with disinterested Trustees/independent counsel as required).
- Executive Management (EM): administers program; issues certificates; coordinates brokers/insurers/TPAs; files notices.
- Programs/Chairs: supply exposures; comply with warranties and conditions precedent.
12.1 Insurance Program (D&O, E&O, Cyber, GL/Event, Crime/Fidelity)
12.1.1 Schedule of Core Cover (minimum program)
(a) Directors & Officers (D&O) Liability — Worldwide, claims-made, including:
- Side A (non-indemnifiable) for natural persons;
- Side B (reimbursement) for entity indemnification of individuals;
- Side C (entity) for securities-style or equivalent allegations (as appropriate for a Verein);
-
Side A DIC (Difference-in-Conditions) excess, with broad severability and non-rescission for innocent insureds.
Insured Persons: Trustees, Committee members, Chairs (Regional/Thematic), CGS & CB officers, EM, de facto/de jure officers, employees acting in a managerial capacity, and their heirs/estates.
Key extensions: investigation costs, extradition, pro bono/volunteer, outside directorships (if scheduled), crisis PR.
Exclusions (market-standard, with carve-backs where available): fraud/wilful misconduct (final adjudication), personal profit, prior knowledge, insured vs insured (with whistleblower/government inquiry carve-backs), sanctions.
(b) Professional/Errors & Omissions (E&O) / Public Liability for Services — claims-made, covering advisory, analytics, publications, convening, and platform services; includes IP/media liability (defamation, copyright), failure of professional duty, negligence in models/benchmarks (subject to model-card/QA compliance).
(c) Cyber, Privacy & Media — claims-made, first- and third-party: network security/privacy liability; regulatory investigations and fines/penalties where insurable; data breach response, digital forensics, BI/extra expense, cyber extortion, media liability; 72-hour breach-notice alignment (Bylaw 9).
(d) General Liability (GL) & Employers’ Liability — occurrence-based for bodily injury/property damage & personal injury; contractual liability as permitted; Hired & Non-Owned Auto where relevant.
(e) Event Liability & Cancellation/Non-Appearance — for Geneva Dialogue/Assembly and regional summits; terrorism/political-violence extensions where available; venue add-insured and primary & noncontributory endorsements (CICG/Palexpo/CERN/UNOG-adjacent facilities as applicable).
(f) Crime/Fidelity (including Social Engineering & Funds Transfer Fraud) — employee/third-party dishonesty, forgery/alteration, computer/funds transfer fraud, social engineering (with call-back controls), client assets if held.
(g) Property/Equipment & Transit (Inland Marine/Cargo) — IT/AV, exhibition materials; worldwide transit; mysterious disappearance subject to security controls (Bylaw 10).
(h) Travel Accident, Medical Assistance & K&R (where risk-assessed) — for designated travel zones; integrates with protocol & duty of care.
(i) Environmental Liability (as-needed) — for events/installations with pollution risk.
12.1.2 Limits, Retentions & Territory
(a) Limits/retentions set annually by Board on ARC/FIC recommendation; retentions sized to liquidity and risk appetite.
(b) Territory: Worldwide excluding sanctioned territories.
(c) Admitted/non-admitted placements per host-country law; fronting as required.
12.1.3 Placement Governance
(a) Broker of Record appointed by Board via competitive process (Bylaw 7); market security A- (S&P/AM Best) or better unless specifically waived.
(b) CB Pre-Clearance for binders, endorsements, warranties, subjectivities, and any indemnity grants to third parties.
(c) No contingent commission or conflicts without disclosure and Board consent.
(d) Run-off & Tail: D&O/E&O/Cyber extended reporting (ERP) on merger/dissolution or control change (Art. 20); minimum 6 years ERP for D&O.
12.1.4 Certificates, Additional Insureds & Waivers
(a) EM issues Certificates of Insurance (COIs) to venues/hosts/vendors as needed; CB logs in CSR.
(b) Additional insured/primary non-contributory/waiver of subrogation endorsements granted only per approved templates and CB Clearances.
(c) Inter-nexus (ECT) activities may be covered via blanket additional insured endorsements or reciprocal policies; mirrored registers per Art. 11.
12.1.5 Warranties, Conditions & Controls
Compliance with security, privacy, and model governance warranties is mandatory: MFA/MDM, patching, backups, model cards/QA logs, vendor due diligence. Breach may prejudice coverage; CB monitors compliance.
12.2 Claims Notification & Cooperation
12.2.1 Triggers & Timing
(a) Claim or circumstance likely to give rise to a claim (D&O/E&O/Cyber claims-made): notify promptly; target internal intake within 48 hours; Cyber & high-severity incidents follow 72-hour standard (Bylaw 9).
(b) Occurrence (GL): notify as soon as practicable after knowledge.
(c) Regulatory inquiries, dawn raids, media threats: treat as circumstances.
12.2.2 Notice Mechanics & Privilege
(a) Notify Broker and Insurer per policy; copy CB & GC; create CSR Incident Record with Case ID.
(b) Legal Holds issued immediately (Art. 13.4); preserve logs, communications, forensics artefacts; maintain privilege over RCAs and counsel advice.
(c) Engage approved panel counsel (or independent counsel if conflict) with insurer consent; CB logs appointments.
12.2.3 Defense, Settlement & Allocation
(a) Control of defense: as per policy; consent to settle not unreasonably withheld; hammer clause (settlement cap) escalation to ARC/Board if material.
(b) Allocation between covered and uncovered allegations follows fair & reasonable principles; coverage counsel to advise.
(c) Mitigation: reasonable steps to mitigate loss are required and recoverable where covered.
12.2.4 Recoveries, Subrogation & Set-Off
(a) Assign recoveries to insurer where subrogation applies; do not prejudice rights; waivers only if endorsed and CB-cleared.
(b) Third-party contributions (vendors/grantees) pursued where appropriate; set-off against amounts due.
12.2.5 Reporting & Transparency
(a) Material claims/settlements are summarized in the Council Gazette (lawful redactions) after resolution or when disclosure is in the public interest.
(b) Quarterly status to ARC; annual claims summary to Board.
12.2.6 Cross-Border & ECT Coordination
For inter-nexus matters, Joint Claims Protocols apply: synchronized notices, privileged sharing under common-interest agreements, and mirrored CSR entries (Art. 11).
12.3 Indemnification Administration (Carve-Outs)
12.3.1 Right to Indemnification (Scope)
Subject to Swiss law and this Bylaw, GRF shall indemnify and hold harmless each Eligible Person—Trustees, Committee members, Chairs, CB personnel, EM, employees, secondees, volunteers—against losses, defense costs, judgments, settlements, and investigations, incurred in good faith and within the scope of their GRF duties, to the fullest extent permitted by law.
12.3.2 Advancement of Defense Costs
GRF shall advance reasonable defense costs upon receipt of: (i) a written application; (ii) an undertaking to repay if ultimately determined not entitled; and (iii) CB-cleared engagement terms for counsel. Advances are not contingent on insurer confirmation.
12.3.3 Eligibility Determination & Process
(a) Initial review by GC; decision by a majority of disinterested Trustees or independent counsel appointed by the Board if no disinterested quorum exists.
(b) Standard: the applicant acted in good faith and in a manner reasonably believed to be in GRF’s best interests; in criminal matters, no reasonable cause to believe unlawful.
(c) Appeal: to the full Board; final administrative decision recorded with reasons in CSR.
(d) Insurance proceeds offset but do not bar indemnification.
12.3.4 Carve-Outs & Disqualifiers (non-exhaustive)
No indemnification or advancement (subject to law) for:
- Unlawful intent or gross negligence (final adjudication);
- Fraud, wilful misconduct, or wilful violation of law;
- Personal profit or advantage to which the person was not legally entitled (disgorgement);
- Sanctions/export-control violations (unless inadvertent and promptly cured as determined by the Board);
- Harassment, discrimination, or safeguarding violations (final finding);
- Acts outside mandate or after revocation/suspension of authority;
- Failure to cooperate with defense or claims process;
- Double recovery (beyond uncovered loss after insurance).
12.3.5 Priority of Payments & Order of Application
(a) First, non-indemnifiable loss of natural persons (Side A) → Second, indemnifiable loss of natural persons (Side B) → Third, entity loss (Side C/E&O/GL), unless law requires otherwise.
(b) If limits are inadequate, Side A DIC responds before GRF assets.
(c) Insured-vs-Insured exclusions shall carve back for whistleblowing and regulatory matters where available.
12.3.6 Counsel Selection & Rates
(a) Panel or specialist counsel commensurate with matter complexity and policy requirements; rate caps or budgets set by GC/ARC; deviations require CB notation.
(b) Conflicts are managed per Art. 16; separate counsel authorized where necessary.
12.3.7 Survival, Successors & Witnesses
Indemnification survives service; inures to heirs, executors, administrators; covers witness and inquiry roles reasonably related to GRF duties.
12.3.8 Non-Exclusivity & Severability
Rights hereunder are in addition to any other rights under law, contract, or insurance. If any provision is invalid under Swiss law, it is deemed modified to the minimum extent necessary to be valid while preserving the protective intent.
12.4 Contractual Indemnities, Hold-Harmless & Certificates (Interface)
12.4.1 Granting Indemnities to Third Parties
(a) GRF may grant contractual indemnities only within DoA thresholds (Annex F); Board approval is required for broad indemnities, IP infringement indemnities, or uncapped obligations.
(b) All indemnity clauses require CB Pre-Clearance, GC review, and—where available—insurance back-to-back cover (or explicit assumption of uninsured risk approved by ARC/FIC).
12.4.2 Certificates & Evidence of Insurance
COIs issued to counterparties must reflect actual coverage; false or misleading certificates are prohibited. COIs, additional-insured endorsements, and waivers are filed to CSR.
12.5 Records, Transparency & Reviews
12.5.1 Registers & Gazette
CB maintains an Insurance Register (policies, endorsements, limits, warranties) and an Indemnification Register (applications, decisions, undertakings, payments). Material settlements/indemnities are gazetted in summary with lawful redactions.
12.5.2 Annual Review
ARC/FIC and GC/EM, with CB, conduct an annual program review (limits, losses, market conditions, warranties compliance, broker performance). Board approves renewals; changes are gazetted.
12.5.3 Training & Awareness
Annual training for Trustees/Chairs/EM on notice duties, privilege, indemnification process, and policy warranties (security, privacy, model governance).
12.6 Quick-Reference (Minimum Standards)
| Topic | Minimum Standard |
|---|---|
| Carrier Financial Strength | A- (S&P/AM Best) or better (or Board waiver) |
| D&O Tail (ERP) | ≥ 6 years upon dissolution/control change |
| Cyber Notice | Internal ≤ 48h; regulators/partners per 72-hour rule (Bylaw 9) |
| COI Turnaround | 5 Business Days (standard); 24h (urgent/venue) |
| Claims Intake | CSR Case ID within 24–48h of knowledge (P0: immediate) |
| Indemnity Decision | 10 Business Days (standard) unless complexity warrants extension |
| Records Retention | Policies/claims/indemnity files ≥ 10 years (Annex W) |
Design result: A Swiss-grade, trust-minimized risk-transfer and protection regime—balanced limits, disciplined notifications, and a principled indemnification process—anchored by CB Clearances, CSR registers, and Board oversight so GRF can operate globally with continuity, independence, and auditability while protecting its people who act in good faith.