Directors & Officers Liability Insurance

Coverage Extension Exclusion

Overview

Directors and officers of a company hold a position of trust and are responsible towards the company, the shareholders, the employees, and the public at large. The D&O policy provides cover for the personal liability of Directors and Officers arising due to wrongful acts in their managerial capacity.
Due to changing legal environment & Rise of Regulatory Actions, Directors and officers are now under more scrutiny:

  1. New Companies Act, 2013
  2. Sexual Harassment of women at workplace
  3. Insolvency and Bankruptcy Code, 2016
  4. Active role played by Competition Commission of India, close watch on every M&A deal
  5. SIFO – Serious Fraud Investigation Office got a legal status in companies Act
  6. Shareholders Activism on rise

Coverage

Damages, judgements, settlement costs, Defence costs, legal representation expenses are payable under this policy and They may become liable to pay damages in scenarios such as the following:

  • Vulnerability to shareholder/stakeholder claims
  • Sexual harassment, discrimination allegations and other employment practice violations
  • Regulatory investigations
  • Accounting irregularities
  • Exposures relating to mergers and acquisitions
  • Corporate Governance requirements
  • Compliance with various legal statutes
  • Misstatement in prospectus
  • Inaccurate statement of financial conditions
  • Errors in annual accounts
  • Conflict of interest
  • Lack of judgment, diligence, good faith
  • Mismanagement of funds
  • Unfair allotment of shares
  • Using insider information
  • Unwarranted dividend, salary, compensation payments
  • Unfair dismissal of an employee
  • competitors for defamation
  • Infringement of patent or copyright and restrictive trade practices

Extension

On payment of additional premium, the following coverages may be selected:

  • Advancement of Defence costs
  • Claims made principle: claims must be made during policy period
  • Right to defend cover
  • Cover for Subsidiaries
  • Outside Directorship coverage
  • Cover for Retired Directors
  • Employment Practice Liability (EPL) cover for directors and officers
  • Cover for failure / negligence to supervise against any Professional Indemnity related claims
  • Cover for Regulatory Crisis Response
  • Cover for Assets and Liberty Costs including prosecution, bail bond and civil bond expenses
  • Cover for damage to reputation
  • Cover for Heirs, Estates and Legal Representatives
  • Emergency Costs cover
  • Kidnap response cover
  • Pollution Defence Costs Extension

Exclusion

The Company will not be liable under the Policy in respect of loss or damage due to:

  • Fines, penalties, punitive and /or exemplary damages
  • Deliberate, willful non-compliance of statutory requirements
  • Proved Criminal Wrongs, Dishonesty & Fraud
  • Professional Indemnity
  • Major Shareholder exclusion
  • Personal/Improper gains
  • Insured V/s Insured
  • Bodily Injury, property damage and Seepage & Pollution
  • Prior and Pending Act/Claims
  • Intellectual Property Rights (IPR)
  • Future offering of securities
  • Insider Trading & Money Laundering
  • Commission and Bribes