Directors And Officers - Cover Explained

Directors And Officers - Cover Explained

Directors And Officers - Cover Explained

14 Oct 2022

The cover is requested by businesses either from their start up stage or as a business grows and is looking for more protection in the event a claim occurs. Can you confidently say you understand the need for each section of cover and how it will become operative in the event of a claim?

Three sections of D&O cover.

In simple terms, Directors' and Officers' cover is broken down into 3 sections which are broken down as A, B and C.

A.

Cover for claims brought against directors for their own individual assets. This cover will become operative against a business where it is clear one individual director is to blame and the indemnification goes against them personally. An example could be this director makes a decision on behalf of the business which either he or she didn't consult other directors about or made a decision which completely goes against the companies own ethical policy. This side of cover usually and most of the time always carries a Nil excess.

B.

Cover for claims brought against a director or more than one where the business accepts liability and takes the agreement for the company to be indemnified. This would therefore be an event where the business either agreed to accept this director made an individual mistake or as a business they agreed and admitted liability with the director who the claim was brought against.

C.

This side of cover is known as 'Securities cover' or in the market 'Shareholders Litigation cover'. This cover is only needed for an organisation who are Publicly Listed or on the Stock Exchange. An example of a claim would be, if a company purchased their main competitor investors shares value would increase based on the internal calculations made to their accounts. If it was shown the directors actually reported the acquisition numbers incorrectly and they reported too high which led to the share price dropping as the acquisition number dropped, any new or current shareholders who felt they made a loss based on the directors errors or were wrongly informed - in theory they could bring a claim against the company for this.

Two cover extensions .

Hopefully the above explanation helps to give you a core idea of what the 3 Sides of D&O cover but... in addition to this, I am sure some of us have heard of two cover extensions called Employment Practice Liability and Corporate Legal Liability, so how do these covers become operative/triggered?

Employment Practice Liability.

This cover is commonly referred to as cover for directors for claims brought to them by their employees which can head down the employment tribunal route - Wrongful dismissal, HR complaints, Sexual Harassment, discrimination etc. This cover is usually quite a struggle to source in the market but something I found out a couple of weeks ago, is some EPL claims can actually full under Side A cover, so it is certainly worth asking your insurers or reviewing wordings. Some EPL extensions in wordings extend to cover the Entity which isn't covered under Side B but if it isn't specifically excluded under Side A cover, EPL claims brought against an individual can sometimes be covered.

Corporate Legal Liability.

Corporate Legal Liability protects a company from claims made for wrongful acts. This could be anything from a breach of contract to copyright infringement or other intellectual property, a good example of this could be in todays current climate if an energy company or utility company where found to be taking advantage of individuals on energy bills and actually the cost of living was increased for people in everyday life just because firms were massively increasing profit margins and customers were found to be treated unfairly.

Why choose Servca as your D&O Insurance provider?

At Servca, we make sure that the Company Directors' and Officers' Insurance protects these individuals and your business by providing financial coverage for the defence, investigation, awards, damages, and settlements pertaining to the claim. When providing a D&O policy, we carefully analyse your unique situation and offer you the type of coverage (sides A,B,C) that suits you best.

Three sections of D&O cover.

In simple terms, Directors' and Officers' cover is broken down into 3 sections which are broken down as A, B and C.

A.

Cover for claims brought against directors for their own individual assets. This cover will become operative against a business where it is clear one individual director is to blame and the indemnification goes against them personally. An example could be this director makes a decision on behalf of the business which either he or she didn't consult other directors about or made a decision which completely goes against the companies own ethical policy. This side of cover usually and most of the time always carries a Nil excess.

B.

Cover for claims brought against a director or more than one where the business accepts liability and takes the agreement for the company to be indemnified. This would therefore be an event where the business either agreed to accept this director made an individual mistake or as a business they agreed and admitted liability with the director who the claim was brought against.

C.

This side of cover is known as 'Securities cover' or in the market 'Shareholders Litigation cover'. This cover is only needed for an organisation who are Publicly Listed or on the Stock Exchange. An example of a claim would be, if a company purchased their main competitor investors shares value would increase based on the internal calculations made to their accounts. If it was shown the directors actually reported the acquisition numbers incorrectly and they reported too high which led to the share price dropping as the acquisition number dropped, any new or current shareholders who felt they made a loss based on the directors errors or were wrongly informed - in theory they could bring a claim against the company for this.

Two cover extensions .

Hopefully the above explanation helps to give you a core idea of what the 3 Sides of D&O cover but... in addition to this, I am sure some of us have heard of two cover extensions called Employment Practice Liability and Corporate Legal Liability, so how do these covers become operative/triggered?

Employment Practice Liability.

This cover is commonly referred to as cover for directors for claims brought to them by their employees which can head down the employment tribunal route - Wrongful dismissal, HR complaints, Sexual Harassment, discrimination etc. This cover is usually quite a struggle to source in the market but something I found out a couple of weeks ago, is some EPL claims can actually full under Side A cover, so it is certainly worth asking your insurers or reviewing wordings. Some EPL extensions in wordings extend to cover the Entity which isn't covered under Side B but if it isn't specifically excluded under Side A cover, EPL claims brought against an individual can sometimes be covered.

Corporate Legal Liability.

Corporate Legal Liability protects a company from claims made for wrongful acts. This could be anything from a breach of contract to copyright infringement or other intellectual property, a good example of this could be in todays current climate if an energy company or utility company where found to be taking advantage of individuals on energy bills and actually the cost of living was increased for people in everyday life just because firms were massively increasing profit margins and customers were found to be treated unfairly.

Why choose Servca as your D&O Insurance provider?

At Servca, we make sure that the Company Directors' and Officers' Insurance protects these individuals and your business by providing financial coverage for the defence, investigation, awards, damages, and settlements pertaining to the claim. When providing a D&O policy, we carefully analyse your unique situation and offer you the type of coverage (sides A,B,C) that suits you best.

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Servca Group

Dukes House

32-38 Dukes Place

5th Floor

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United Kingdom


+44 (0) 207 2250000

info@servca.com


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Servca Europe

Dragonara Business Centre

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+356 (20) 341690

eu@servca.com


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40 King Street West
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M5H 3C2
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+1 (647) 846 5555

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Northern Ireland

Servca Northern Ireland
River House Belfast

48-60 High Street

Belfast

BT1 2BE



+44 (0) 2895582000

ni@servca.com


Broker at Lloyd’s SLM1389

© 2024 Servca


Servca Group Ltd is a private limited company registered in England and Wales; Registered Number: 7727494; Registered Office: Dukes House, 32-38 Dukes Place, 5th Floor, London, EC3A 7LP, United Kingdom. Authorised and regulated by the Financial Conduct Authority. Servca European Insurance Brokers Ltd (a private limited company incorporated in Malta and enrolled to act as an insurance broker); Tower Business Centre, Level 3, Tower Street, Swatar, BKR, 4013, Republic of Malta. UK branch office is registered in England and Wales, authorised and regulated by the Financial Conduct Authority. Servca Canada Insurance Group Inc, a private limited company incorporated at 40 King Street West, Suite 2100, Toronto, M5H 3C2, Canada. Servca group of companies are owned and operated by Servca Group Holdings Ltd, a private limited company registered in England & Wales.

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Global Headquarters

Servca Group

Dukes House

32-38 Dukes Place

5th Floor

London, EC3A 7LP

United Kingdom


+44 (0) 207 2250000

info@servca.com


Broker at Lloyd’s SLM1389

European Office

Servca Europe

Dragonara Business Centre

Dragonara Road

5th Floor

St Julian’s, STJ 3141

Republic of Malta


+356 (20) 341690

eu@servca.com


Broker at Lloyd’s (Brussels) SLM1883

Canadian Office

Servca Canada Insurance Group Inc
40 King Street West
Suite 2100
Toronto
M5H 3C2
Canada


+1 (647) 846 5555

canada@servca.com


Non-regulated servicing company

Northern Ireland

Servca Northern Ireland
River House Belfast

48-60 High Street

Belfast

BT1 2BE



+44 (0) 2895582000

ni@servca.com


Broker at Lloyd’s SLM1389

© 2024 Servca


Servca Group Ltd is a private limited company registered in England and Wales; Registered Number: 7727494; Registered Office: Dukes House, 32-38 Dukes Place, 5th Floor, London, EC3A 7LP, United Kingdom. Authorised and regulated by the Financial Conduct Authority. Servca European Insurance Brokers Ltd (a private limited company incorporated in Malta and enrolled to act as an insurance broker); Tower Business Centre, Level 3, Tower Street, Swatar, BKR, 4013, Republic of Malta. UK branch office is registered in England and Wales, authorised and regulated by the Financial Conduct Authority. Servca Canada Insurance Group Inc, a private limited company incorporated at 40 King Street West, Suite 2100, Toronto, M5H 3C2, Canada. Servca group of companies are owned and operated by Servca Group Holdings Ltd, a private limited company registered in England & Wales.

Privacy Policy

Cookies

Global Headquarters

Servca Group

Dukes House

32-38 Dukes Place

5th Floor

London, EC3A 7LP

United Kingdom


+44 (0) 207 2250000

info@servca.com


Broker at Lloyd’s SLM1389

European Office

Servca Europe

Dragonara Business Centre

Dragonara Road

5th Floor

St Julian’s, STJ 3141

Republic of Malta


+356 (20) 341690

eu@servca.com


Broker at Lloyd’s (Brussels) SLM1883

Canadian Office

Servca Canada Insurance Group Inc
40 King Street West
Suite 2100
Toronto
M5H 3C2
Canada


+1 (647) 846 5555

canada@servca.com


Non-regulated servicing company

Northern Ireland

Servca Northern Ireland
River House Belfast

48-60 High Street

Belfast

BT1 2BE


+44 (0) 2895582000

ni@servca.com


Broker at Lloyd’s SLM1389

© 2024 Servca


Servca Group Ltd is a private limited company registered in England and Wales; Registered Number: 7727494; Registered Office: Dukes House, 32-38 Dukes Place, 5th Floor, London, EC3A 7LP, United Kingdom. Authorised and regulated by the Financial Conduct Authority. Servca European Insurance Brokers Ltd (a private limited company incorporated in Malta and enrolled to act as an insurance broker); Tower Business Centre, Level 3, Tower Street, Swatar, BKR, 4013, Republic of Malta. UK branch office is registered in England and Wales, authorised and regulated by the Financial Conduct Authority. Servca Canada Insurance Group Inc, a private limited company incorporated at 40 King Street West, Suite 2100, Toronto, M5H 3C2, Canada. Servca group of companies are owned and operated by Servca Group Holdings Ltd, a private limited company registered in England & Wales.

Privacy Policy

Cookies