"We like to see proxies and analyst's reports," said Steven Pincus, executive vice president, Willis, in New York. Comprehensive information is important, but that information should be fine-tuned.

Meetings also are essential, he said. "The more often we get to see you and understand you, the better it bridges the gap."

Douglas M. Worman, president, management liability division for American International Group in New York, added that "the worst thing" a risk manager can do in attempting to secure coverage is to ignore or gloss over difficulties the company is having with its operations.

If there is a problem, he recommended that risk managers "talk about it and talk about the business plan in place to mitigate that problem."

Responding to an audience question, whether the latest federal legislation to create company accountability will make things better or worse for D&O coverage, Mr. Worman said the measures that federal passed in 1995 "only made things worse, but the jury's still out on the effect of the latest legislation."

Stephen Outerbridge, vice president, professional lines division for ACE Bermuda Insurance Ltd., in Hamilton, Bermuda, said that, "the short answer is that we think legislation is just going to put more focus on boards, more responsibility on committees. I think corporate America has a lot of scrutiny on it, so for a while it's going to be tough."

Mr. Pincus added that "we'll see some more people trying to do the right thing by cleaning up their act. I think there will be a group that says 'let's adhere to the minimum requirement.'"

While another group, he said, will consider it a "great opportunity to take out the broom and the dustpan and clean up" its act.

He continued, "That's the way we hope this regulatory environment will improve underwriters' perspective as it relates to corporate governance and the quality of risks that we're seeing."

A member of the audience observed that the panel's discussions had centered around partnership and communication between the insured and the insurer; "what role does that leave for the broker?" he asked.

The broker should "understand your risk completely so he can coach you on the hot buttons for underwriters," Mr. Outerbridge said.

The broker's role "stimulates what we're trying to do," he added. The broker's expertise can help in "explaining to us some of your expectations and it helps in explaining some of the troubles we're up against."

True understanding between all parties leads to smoother transactions and "a better relationship," he said.

Mr. Pincus said that "the market is not a friendly place right now. Times are tough and challenging for buyers, underwriters and brokers." Having patience and understanding common objectives is important. "Maybe we can meet at a common ground and move forward," he said.

Mr. Pincus said that market pressures affect all parties. "We have had internal battles now with our management that we never had before," he said. "The scrutiny from above is such that every deal you're writing, especially with new business, is one that you ask 'have I covered all the angles here?'"