Directors and Officers Liability Insurance

Directors and Officers Liability Insurance

Individuals serving on boards of public, private or non-profit organizations
can be personally pursued for actions of the companies they serve.
Directors & Officers Liability Insurance can protect them against that risk.

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What is Directors and Officers Liability Insurance?

Directors and Officers Liability Insurance (D&O), covers costs associated with indemnification, losses or legal defence against an individual who serves as a director or officer for the board of a corporation, whether it’s for-profit or non-profit, public or private.

Directors and officers can be liable for alleged actions such as: breach of common law duties, negligence in their duties, breach of their fiduciary responsibility to shareholders or violation of provincial or federal laws.

D&O Coverage

What does Directors and Officers Insurance cover?

D&O Insurance can cover the individuals serving as D&O or the company itself as a result of the individual’s actions.

Typical coverage includes:

  • Breach of legal or fiduciary duties
  • Failure to disclose conflicts of interest
  • Decisions that bring adverse financial consequences for shareholders
  • Allegations of misrepresentation
  • Neglectful Acts
  • Wrongful dismissals and employee discrimination claims
  • Misleading statements, reporting issues, or inaccurate disclosure
  • Failure to adhere to provincial or federal laws and/or regulations

Coverage generally extends to past, present and future directors and officers of the company.

Directors needing D&O

Who needs D&O Insurance?

Any company with a Board of Directors should consider D&O coverage. This applies equally to public, private and non-profit organizations. D&O coverage will not only help you attract the best leaders but also allow them to operate without fear.

Quite often, new directors or officers will demand D&O coverage as a condition of employment, as a way to protect their personal assets. Sometimes investors will require D&O policies before injecting capital to ensure they protect their investments.

D&O Insurance Costs

What is the cost of Directors & Officers Insurance?

The cost of an D&O policy varies according to risk factors such as:

  • Company size
  • Industry
  • Location
  • Depth of employee training
  • Past lawsuits
  • Quality control procedures

Getting insured is quick and easy!

If D&O insurance is what you need, request a free quote now

Common scenarios where Directors and Officers Insurance is useful

Directors hiring mistakes

A board of directors appoints a President who leads the company to huge losses – shareholders decide to sue the board for poor judgment in hiring.

Director negligence

A Board Director fails to keep his personal assets separate from his business assets due to miscommunications with his lawyer and accountant, and shareholders sue for misuse of funds.

Directors sued for wrongful dismissal

A board of directors fires two employees for poor performance, but they decide to sue, claiming they were wrongfully dismissed due to their race.

Frequently Asked Questions about Directors & Officers Insurance

Is Directors and Officers (D&O) liability insurance the same as professional liability insurance?

D&O liability insurance is a type of professional liability insurance that is specifically designed to protect the liability of directors and officers and also the liability of the corporation to indemnify its directors and officers for expenses incurred from their alleged acts of harm or negligence.

Does my non-profit need Directors and Officers (D&O) liability insurance?

Yes, D&O insurance protects the board of directors of nonprofits by covering defense costs, settlements, judgments arising from lawsuits and wrongful allegations. Nonprofit board members are not fully exempt from liability just by virtue of being volunteers.

Does D&O insurance cover former directors?

Yes, D&O insurance policies usually protect former and present directors and officers. As long as the company continues to purchase D&O insurance, former directors and officers will be covered against future lawsuits that relate to their past board service.

Can a sole trader or partnership have Directors and Officers Insurance?

Directors and Officers Insurance usually does not apply to sole traders or partnerships because they don’t employ the executive level staff that a Directors and Officers Insurance policy is designed to cover. However, any corporate business whose structure includes executive level staff should consider getting D&O Insurance.

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