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Directors & Officers (D&O)

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What Our Plans Cover

Who Can Consider This Plan?

  • A registered business, professional practice or organisation
  • Activities within the classes the insurer writes
  • Accurate disclosure of turnover, activities and territories
  • Disclosure of all known circumstances that could give rise to a claim
  • Compliance with any statutory licensing applicable to the activity

What May Not Be Covered?

  • Deliberate dishonesty and fraud, once established
  • Personal profit or advantage obtained illegally
  • Bodily injury and property damage
  • Claims known before the policy incepted
  • Fines and penalties, where uninsurable by law

Always check the policy wording before you commit.

Why Choose Wealth & Covers?

  • Expert advice to choose the right plan
  • Plans from leading insurance companies
  • Hassle-free process and documentation
  • End-to-end support, including claim assistance
  • Dedicated relationship manager

Our Insurance Partners

We represent multiple providers to help you find the most suitable option at the best price.

Overview

Directors and officers liability covers individuals in management for claims arising from their decisions in that capacity. It matters because directors' liability is personal: a claim can reach their own assets, not merely the company's.

Claims come from shareholders, regulators, employees, creditors and competitors, and the Companies Act imposes duties on directors that carry personal consequences. Independent directors in particular have no operational involvement to point to and are frequently named alongside executives.

The policy is structured in sides. Side A covers directors where the company cannot indemnify them — most importantly in insolvency, which is precisely when they most need it. Side B reimburses the company for indemnification it does provide. Side C covers the company itself for securities claims.

Who should consider it

Any company with a board, particularly one with outside investors, independent directors or regulatory exposure. Listed companies as a matter of course. Start-ups after an institutional funding round, where investor-nominated directors usually require it.

Benefits

  • Protects directors' personal assets from claims against them
  • Side A cover responds where the company cannot indemnify
  • Legal defence costs, which dominate regulatory matters
  • Cover for independent and nominee directors
  • Frequently a condition of institutional investment
  • Extends to employment practice claims on many wordings

What is covered, and what is not

Read the right-hand column first. It is the one that decides whether a claim is paid.

Typically covered

  • Claims against directors and officers for wrongful acts
  • Shareholder and derivative actions
  • Regulatory investigations and proceedings
  • Employment practice claims, on many wordings
  • Legal defence and representation costs
  • Company reimbursement where it indemnifies a director
  • Securities claims against the company, under Side C
  • Cover for past, present and future directors

Typically not covered

  • Deliberate dishonesty and fraud, once established
  • Personal profit or advantage obtained illegally
  • Bodily injury and property damage
  • Claims known before the policy incepted
  • Fines and penalties, where uninsurable by law
  • Claims between insured directors, on most wordings
  • Prior acts before the retroactive date

Inclusions and exclusions vary between providers and between plans from the same provider. The wording in your own policy document is what governs — we will walk you through it before you buy.

How it works with us

  1. 1 We map the exposure before choosing a policy What you do, who it touches, and where a claim would come from. Liability cover follows the exposure, not the industry label.
  2. 2 Trigger and retroactive date agreed first Occurrence or claims-made, and how far back the cover reaches. These decide more than the limit does.
  3. 3 Limits tested against a realistic worst case Not the average claim — the one that would matter. Defence costs are part of that calculation.
  4. 4 Underwriting and, for larger risks, a survey Insurers price liability on process and controls. Good documentation genuinely lowers the premium.
  5. 5 Policy issued, and notification process explained Late notification is the leading cause of declined liability claims. We make sure your team knows when to call.

Important considerations

The things a brochure tends to leave out. Read these before you decide.

  • Side A is the section that matters most. In insolvency the company cannot indemnify anyone, and that is exactly when directors face the greatest personal exposure.
  • Arrange run-off cover on a sale, merger or winding up. Claims against former directors arrive years later, and the acquirer has no obligation to protect them.
  • Check whether defence costs are advanced as incurred. A director funding their own defence for two years while the outcome is decided is the practical failure this cover exists to prevent.
  • Independent directors should confirm the cover exists and see the schedule. Accepting a board seat without knowing the position is a genuine personal risk.
  • Fraud is excluded only once established. Well-drafted policies fund the defence until then, which is when the money is actually needed.

Documents required

  • Business registration and constitution documents
  • Description of activities, products or services
  • Annual turnover and, where relevant, export turnover
  • Number of employees and details of contractors engaged
  • Claims and incident history, usually for five years
  • Existing policy schedules, where cover is being replaced
  • Contracts specifying required indemnity limits, where applicable

Frequently Asked Questions

Why do directors need personal cover if the company indemnifies them?

Because the company cannot always do so. In insolvency there is nothing to indemnify with, and in a shareholder action against the board the company may be the claimant. Side A cover exists precisely for the situations where company indemnity is unavailable — which are the situations directors most need protection.

Are independent directors covered?

Yes, and they are among the most exposed. Independent directors are routinely named in claims despite having no operational role, and they have the least ability to influence the company's response. Anyone accepting a board seat should ask to see the policy schedule.

What happens if the company is sold?

Run-off cover is needed for the former directors, typically for several years. Claims arrive long after the transaction, and an acquirer has no obligation to maintain protection for the people who ran the company before it.

Is fraud covered?

Not once established. Most policies do fund the defence until a court or arbitrator determines dishonesty, which is the period when the individual actually needs the money. The wording of that clause is worth reading closely.

We are a private start-up. Do we need this?

Once you take institutional investment, almost certainly — investor-nominated directors usually require it as a condition. Even without outside investors, statutory duties under the Companies Act carry personal consequences for directors of private companies too.

Want a shortlist instead of a catalogue?

Tell us the situation and an advisor comes back with two or three options that actually fit — and names what each one gives up.

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