Directors & Officers Liability
Enhanced protection for your company’s leaders.
Directors and officers are held to a higher standard than ever before by the public, shareholders, and employees. That means it’s critical to have liability protection for any board member, owner or manager.
Your guide to directors & officers liability.
Directors and officers (D&O) liability insurance is designed to protect individuals who are personally sued for wrongdoing while serving as directors or officers of an organization. It provides coverage for defence costs and any resulting settlements the directors, officers and the organization are required to pay.
Wrongful acts and allegations covered under D&O policies include:
- Errors, misstatement or misleading statements
- Acts of omission or neglect
- Attempted or committed breaches of duty
No two D&O policies are the same. Our experienced advisors will negotiate on your behalf to deliver the ideal terms, conditions and policy structure for you.
Supporting businesses across Canada.
Get your D&O insurance by phone or in person at your nearest branch.
Typical features of D&O policies.
While the coverage and options for D&O policies can vary greatly between insurers there are some common features, including three typical clauses.
Side A Insured Clause
This pays the directors and officers directly for losses that are not compensated by the organization.
Side B Insured Clause
This coverage reimburses the organization for the amounts spent to protect and support its directors and officers.
Side C Insured Clause
This covers the organization for its own losses when it is sued along with the directors and officers.
Why choose Acera Insurance for directors & officers liability?
We’ll guide you through all the intricacies of a D&O policy and help determine exactly what you need.
Decades of Experience
Our advisors bring decades of experience protecting directors and officers of public, private and non-profit organizations of all sizes in all sectors.
Custom Solutions
With access to 100+ insurers and specialty underwriters, we can create a customized solution for your organization and its directors and officers.
National & Global Capabilities
Through our networks and alliances, we bring you support from local insurance and risk management professionals across Canada and the world.
The cost of D&O liability insurance
D&O insurance costs vary depending on the business. For directors and officers insurance, premiums could be as low as $500 for low-risk companies.
The top five factors that will impact your D&O liability insurance premiums are:
Business industry
The type of business you run will affect your risk level. The cost of D&O insurance will be cheaper if your business is not at high risk of filing a D&O insurance claim. Your premium for directors and officers insurance will also be lower if you are running a small business. Due to increased risk of a lawsuit, high-stake companies, such as public corporations with many managers, will pay more each month for D&O insurance.
Financial position and revenue
High revenues will usually increase your D&O liability insurance premium. Third parties (employees and investors) may request more compensation if the company’s revenue is stable. Insurance companies may lower your premium if you have a strong financial foundation, which means that your chances of going bankrupt are low.
History of business insurance claims
The D&O insurance quote will be influenced by your business history. Insurers will offer lower prices if you have a clean claims history. This shows that you are less likely to make a claim in the future. However, having multiple claims in the past can raise your premium because it indicates that you are likely to make more.
Employees
There are greater chances that a mistake will be made if you have more employees. Any member of your advisory committee or board could report an error or breach of their fiduciary duty, which can lead to a costly claim.
Experience
Your director’s liability insurance will cost less if you have more experience in your field. You can prove to insurers that you are competent at your job by being a well-respected professional with a good reputation in your industry.
D&O liability insurance in action.
Directors and officers are responsible for ensuring that the organization they manage is managed with diligence. However, a director or officer could be held responsible for liabilities arising from their decisions.
Inability to comply with a statute
If a statute requires directors to file reports or keep certain records, then the director could be held liable for an offense under the statute.
Non-compliance by the organization with a statute
Directors may be held liable for monetary loss, wrongful termination, discrimination against employees, and failure to remedy environmental damage. Directors can be held personally responsible, and ignorance, resignation, or indemnity are not means of defense.
Helpful tips from our advisors.
Our Acera Insurance advisors work directly with you to create custom solutions that protect your operations. Our approach includes identifying, analyzing and evaluating your exposures to make proactive decisions for mitigating or preventing risk.
Answering your most common questions.
What time period does the D&O policy cover?
The policy will cover any claims made and reported to the insurer during the policy period provided there was no prior knowledge of any circumstances that could lead to a claim. Extended reporting options may be available if the policy is not renewed.
Are there geographical restrictions for coverage under a D&O policy?
Most D&O policies provide worldwide coverage, meaning the policy will respond to claims regardless of where in the world they arise. However, organizations may still require local insurance policies depending on where they operate. Certain countries require locally-admitted insurance be purchased and taxes to be paid per local legislation in order for a claim to be paid out within the country.
Who is covered under a D&O policy?
Past, current, and future directors and officers of a company and its subsidiaries.
What are some common allegations that require D&O coverage?
Allegations that are most commonly made and which have to be defended by directors and officers include:
- Acting beyond the scope of their authority
- Giving wrong or unprofessional advice
- Breach of fiduciary duties
- Failure to supervise subordinates or company affairs properly
- Authorizing excessive company spending
- Unauthorized company borrowing
When are these allegations most likely to occur?
These are most likely to occur following:
- Foreign investment (especially in the US)
- Acquisitions or divestitures
- Management buy-outs
- Public offerings
- Reduced dividends
- Mergers
- Waste or mismanagement of corporate assets
- Change in ownership of the company’s share capital
- Liquidation of the company
- Employee dismissal
- Boardroom disputes
- Breach of contract
What do D&O policies exclude?
Common exclusions include:
- Fines and penalties
- Fraud
- Bodily injury or property damage
- Pending or prior litigation
- Illegal remuneration or personal profit
- Claims made by shareholders
- Claims made by directors and officers against other directors and officers
- Nuclear incidents
- Claims covered by other insurance
What happens to the coverage following a merger or acquisition?
Although exact language will vary, there is usually a provision stipulating that if the organization undergoes a merger or acquisition during the policy period, the policy coverage is then limited to wrongful acts that occurred prior to the merger or acquisition date.
D&O run-off coverage can be purchased to protect against claims made after this date.
Aren’t directors and officers covered by their company’s indemnification agreement?
Directors and officers have indemnification agreements with the corporations they serve, but this is of no use if the corporation becomes insolvent. Also, the corporation may not be lawfully permitted to indemnify. Allegations of fraudulent and malicious acts will negate the corporate indemnity.
What are the duties imposed on company directors?
The Canada Business Corporations Act and numerous statutes in each province impose many duties on the company director. Some impose liability without any negligence by the director or officer (i.e. unpaid wages or taxes).
There are further duties established by common law and any breaches that lead to financial loss to the company, shareholders or others can be grounds for legal action. Whether the individual is actually found at fault or not, substantial defence costs can be incurred.
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