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Directors' and Officers' Liability Insurance

Page 43 3 PERSONS COVERED BY D&O INSURANCE I. DIRECTORS: WHO ARE THEY? 3.01 Companies, upon registration, are required to appoint a number of persons, 1 designated as directors, whose function is to carry out—whether acting jointly or individually—the obligations imposed on them by the companies legislation. Subsequent appointments are made by the shareholders in general meetings, following whatever procedure may be agreed in the articles of association or in the default provisions of article 73 of Table A 2 which establishes a rotation system. 3 While companies acquire personal and legal capacity 4 through the issuing of the certificate of incorporation by the companies registrar, they obviously need to be represented by human beings, that is, the directors. 5

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