Other
ways to mitigate the managers' responsibilities are as follows:
- Insurance
is
possible in the
following instances, provided articles of association set forth proper
clauses and
after adequate approvals of the board of directors and/or the
shareholders'
meeting:
- In case of violation
of the
obligation of diligence towards the company or third parties.
- In case of violation
of the
obligation of loyalty to the company, provided the manager acted in
good faith
and in the interest of the company.
- In case of
condemnation of the
manager in favor of a third party, regarding acts performed within the
manager's duties. One may not insure an act which brought about
personal
benefit to the manager or payment of a fine.
- Indemnity
by the
company covers
financial consequences of condemnation of the manager, including
reasonable
legal fees. This possibility must be specified in the articles of
association.
Violation of the obligation of loyalty, acts which lead to a personal
benefit,
intentional or indifferent violations of the obligations of diligence,
condemnations to fine may not be covered by this indemnity.
