- Tailored to your board’s risk profile
- Proactive reviews, assessments and advice on coverage, inclusions, limits and structure, to ensure you are always appropriately covered
- Simpler, quicker, easier process
- Advocating for the best deal
What Is Directors and Officers Insurance?
Directors and officers insurance (D&O insurance) is designed to protect the directors and officers of a private and/or public company.
The insurance protects them for alleged wrongful acts including claims of mismanagement, for example breach of fiduciary duties, of the company. These legal actions or investigations of wrongdoings are typically brought by shareholders, employees, regulators, creditors, competitors, liquidators and others. D&O Insurance can also be extended to cover the entity for security, employment practices liability and statutory liability to protect the balance sheet of the company.
What Does Directors and Officers Insurance Cover?
D&O policies are typically structured with three insuring clauses – Side A, B & C
Please have a look at our “how does D&O insurance works” article to understand how a D&O policy responds.
Side A Coverage (Directors & Officers/Insured Persons)
Insurance protection for the Directors and Officers when indemnification is not available to the Directors and Officers of the company resulting in a personal liability risk – Its sole purpose is to protect the individual directors and their personal assets and is the final protection if the company is unable to indemnify the Directors & Officers itself.
Side B Coverage (Company Reimbursement)
Insurance protection for the Company when they indemnify a Director and/or Officer of the company, in the form of a reimbursement from the insurer. Side B is a form of balance sheet protection for the company and the transfer of the indemnity exposure that is agreed in the company’s deed of indemnity.
Side C Coverage (Entity Securities Liability)
Insurance protection for the entity’s own liability, specific to securities laws. It is balance sheet protection in the event the company is also named in a securities claim. Historically, Side C coverage was difficult to obtain in Australia due to recent claims trends. However, the market has evolved and coverage can now be provided from various insurers.
Additional Coverage and Policy Options
Statutory Liability
Statutory Liability insurance is protection for the Directors & Officers and the company (when applicable) for a claim alleging a statutory breach. Some examples of the types of statutory investigations and claims are Workplace Health & Safety, Employment Practices Laws, Environmental Protection Authority, Spam and Privacy Laws. Statutory Liability is typically included for the Directors & Officers but not the entity on Directors’ & Officers’ policies. Statutory Liability is an option that can be added to most D&O policies for an additional cost or can be purchased as a standalone policy.
Employment Practices Liability
Employment Practices Liability (also known as EPL) insurance is protection for the Directors and Officers and the company (when applicable) for a claim alleging an Employment Practices Breach. Employment Practices Liability is an additional inclusion for the Directors and Officers but generally not for the entity. Examples of matters which fall under the category of EPL are wrongful dismissal, sexual harassment, discrimination, bullying, whistleblower actions. Entity Employment Practices Liability is an option that can be added to most Directors and Officers policies for an additional cost.
Excess Side A
As outlined above, Side A coverage is protection specifically for the Directors & Officers. Depending on how a D&O insurance program is structured, Directors & Officers may be left exposed due to sharing the limit with the company (Side C). An option to further protect the Directors & Officers is to purchase an Excess Side A limit or policy. Some Directors & Officers policies include a small additional limit of Side A in excess of the policy limit if the Side A limit is fully exhausted. There are also insurers that are now offering Excess Side A policies as a stand-alone policy to sit in excess of the master policy.
Prospectus Liability Insurance
Prospectus Liability Insurance is a type of coverage that can be purchased on a stand-alone basis to respond to claims alleging a breach of securities law in connection with a specific prospectus. For more information on Prospectus Liability, please see our blog post @ Prospectus Liability Insurance
Run Off Coverage
Directors and Officers policies have a Change in Control provision that states that upon a Change in Control the policy will only respond to wrongful acts or conduct that has occurred prior to the effective date. To pick up the exposure post Change in Control date, the insured should purchase a Run-Off policy to cover the Directors and Officers exposure from that date forward. The Run-Off policy is usually purchased for 7 years to match the statute of limitations in Australia.
Let Us Tailor a Solution
Let us work on a tailored directors & officers insurance solution that best suits your requirements.
Contact us to receive customised recommendations on your coverages and program.
Quote Requirements for Directors and Officers Insurance
Public Companies have most of their information available to the public, but we recommend the following for our quoting process:
- Completed proposal form
- Prospectus or information memorandum
- Corporate Presentation / Business Plan to show a summary of where the company is at and where it is heading
- Insurer meeting with key executives (sometimes press releases, financials and the proposals forms don’t tell the full story, in which case we recommend a meeting with the insurers, so they become more familiar with the company and key people)

D&O Specialists
Taking a Deep Dive to Understand the Board’s Risk Profile
- Comprehensive risk profile assessment to completely understand your risk requirements.
- Customised strategy, ensuring solutions and advice are tailored to suit those specific needs.
Meeting Your Board Requirements
- Continuously reviewing, assessing and advising on your coverage & exclusions, limits and structure, and assist in preparing meaningful information for any board requirements.
- Partnering with the Board, offering expert advice and guidance on any D&O insurance matters.
Taking Over the Process – Simpler, Quicker, Easier
- Conducting insurer meetings on your behalf, if and when necessary.
- Using automation to simplify and cut-down the process (for example, pre-filling information from existing or publicly available sources)
Keeping You Covered – Continuous Monitoring and Proactive Maintenance
We monitor your company’s activity on public platforms like ASX, ensuring any implications to policies are proactively considered and acted on.
Working for Your Best Interests
- We prepare high-quality submissions on your behalf, advocating for comprehensive insurance.
- We conduct in-depth comparisons on coverages, according to your specific requirements.
- Negotiating on your behalf to get the right cover in place for when indemnity is needed.
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