IRDAI License Number: IRDAI/INT/ISNP/2022/250

Directors' & Officers' Liability Policy

Epoch Insurance Brokers Private Ltd.
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Directors' & Officers' Liability Policy
Introduction
Who can take this Policy?
Coverage
Add on Covers
Basis of Sum lnsured
Exclusions
Introduction

Directors while performing their functions/duties may sometime falter which might bring civil or criminal action against them. This policy safeguard them against these actions.

Who can take this Policy?

  • Employees v/s employee including Directors, Officers, Company Secretary, Other persons employed in an executive capacity
  • Customers
  • Suppliers
  • Competitors
  • Shareholders
  • Regulatory body
  • Other stakeholders

Coverage

The policy protects personal fortunes of the Directors against consequences of their personal liability arising out of unwitting wrongful acts which include:

  • Soliciting funds from the public through an IPO or through debentures on account of misstatements in the prospectus, including suppression of material information
  • Mismanagement of public funds
  • Innocent non-disclosure of interested transactions
  • Private placement of equity or debt with institutional investors
  • Breaches of common law or statutes, such as violation of takeover codes
  • Misstatements made to potential investors or lack of due diligence during an acquisition process
  • Suppression of minority shareholders interests
  • Inaccuracy of financial statements, causing a loss to investors
  • Employees suing on account of employment related issues
  • Expanding business overseas and the prohibitive cost of litigation overseas
  • Breach of trust

Add on Covers

Add-ons under  D&O Insurance Policy are as follows:

  • Legal Cost Reimbursement
  • Protection against Tax Liability, Civil Fines and Penalties
  • Covers Directors Personal Liability
  • Worldwide Coverage
  • Comprehensive Cover
  • Availability of Side A Cover
  • Employee Related Claims
  • Peace of Mind

Basis of Sum lnsured

Limit of Liability should decided on the basis of Turnover of the Business, Employee strength, Industry Benchmarking etc.

Exclusions

  • Any bodily injury, sickness, disease or death of any person or any damage to tangible property
  • Dishonest, fraudulent, criminal or malicious act
  • Personal guarantee
  • Libel and slander
  • Personal injury and damage to property
  • Pollution damage
  • Directly resulting from goods or products manufacture or sold by the company
  • Fines, penalties, punitive or exemplary damages
  • Any circumstances existing prior to inception date of policy

Why Choose PolicyLo.com

Professional and Experienced Team
Professional and Experienced Team
Customized Solutions
Customized Solutions
Strong Relationship With Insurance Companies
Strong Relationship With Insurance Companies
Service Commitment Ontime Everytime
Service Commitment Ontime Everytime
Technological Edge
Technological Edge
Additional Services Offered
Additional Services Offered
Competitive Premium
Competitive Premium
Single Window Solution
Single Window Solution

Important Points to remember while Buying the Policy

Adequate Sum Insured - To Avoid Underinsurance

Retroactive Date should be in continuation and limit of indemnity need to be clearly mentioned

  • Retroactive Date should be in continuation as in claims-made policies, it determines how far back in time an incident can occur for your policy to still protect you.
  • Limit of Indemnity is the maximum liability of Insurance contract and it should be clearly mentioned.
Ensure that assets should be covered under the right entity/company

Notification of any incident which can lead to potential claim should be immediately notified to the insurance company

  • Any Potential Claim should be immediately notified to avoid any ambiguity at the time of claim.
Risk Location/s should be properly mentioned

AOA:AOY should always be 1:1

  • AOA:AOY should always be 1:1 so that for any particular incident the limit is the highest possible as per the policy.
Downloads
Proposal Form
Proposal Form  
Policy Wordings
Policy Wordings  
Claim Form
Claim Form  
Key Documents
General Claim Intimation Format
General Claim
Intimation Format
Immediate Action Client Should Take
Immediate Action Client
Should Take
Indicative General Documents
                            for Settlement of Claims
Indicative General Documents
for Settlement of Claims

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Claim Case Study - 1

1
Situation
Situation

company made the difficult decision to reduce the numbers of its staff. Business volume had declined and this was the only way forward. Upon receiving notice from the company, several members of staff consulted an “employment practice lawyer”, and they began a legal action against the company and the individual directors responsible for their dismissal.

2
Challenge
Challenge

Allegation was that one particular director had always discriminated against her on grounds of her being female and of a differing religious faith. She considered that this was why she had been made redundant.

3
Solution
Solution

An allocation of costs was agreed for the defense of the company (not itself insured under a D&O policy) and the defense costs for the “insured persons” i.e. directors. At the subsequent employment tribunal, the individual directors were cleared of any wrongdoing and the company reached a settlement with the former employees. D&O defense costs for the individual directors were significant.

4
Advisory/Conclusion
Advisory/Conclusion

Defense Cost should be included in the policy.

Claim Case Study - 2

1
Situation
Situation

Claims from regulatory authorities. Health and safety in the workplace, statutory accounting and tax provision, compliance with governmental and regulatory authority requirements

2
Challenge
Challenge

Company director received a letter from the governmental authority responsible for overseeing the annual registration of his company accounts. This suggested he had submitted incorrect information and a fine was likely. An inquiry began.

3
Solution
Solution

With the agreement of D&O underwriters, assistance was provided by a firm of consultants to show that no such breach of regulations had occurred.

4
Advisory/Conclusion
Advisory/Conclusion

The client was given full assistance to device policy related to safety and other work place related guidelines, to ensure that no such issues are raised in the future.

Need Assistance

Need Assistance

FAQ's

PREMIUM
COVERAGES
CLAIMS
OTHERS
  • How premium of D&O Insurance calculated?
    The premium of the policy is decided based on size of the organization, the profile of the directors and the supervisory officers, nature of business, limit of liability and past history of the organization.
  • Do I need to pay additional premium to include extended reporting period under D&O Insurance?
    Most of our policies carry 30 days of extended reporting period at no additional premium if the policy is not renewed by you. If you wish to extend the coverage of the D&O policy for 12 months, you will have to typically pay 50% of full annual premium. Any claim made during this period is deemed to have been made during the policy period.
  • Does premium vary substantially by insurer in D&O policy?
    Yes, all the insurance companies underwrite every proposal as per their own experience and understanding of the risk. Apart from uniqueness involved in individual case, there are other factors which may affect premium. Factors such as treaty limit of the insurer for the product, their past claim experience, and other market conditions. Rates displayed on our calculator are after multiple rounds of negotiations with insurers.
  • What is the minimum premium limit for this D&O Insurance policy?
    In case of Directors and Officers Liability insurance, premium calculation is done on case to case basis depending upon liabilities exposure risk. There are many factors such as amount of protection coverage selected by the insured, past and current functioning of the company, degree of risk exposure, size of the organization, nature of business and the profile of the company’s directors and officers etc are considered for determination of premium rates.
  • What does Directors & Officers Liability Insurance covers?
    The policy covers legal liability including costs to defend any civil and/or criminal action against the Directors and/or Officers holding a responsible position.  This action may be brought against the Directors and/or Officers by Shareholders, own Employees, Customers, Competitors or Members of the public or even regulatory authorities.
  • What is Side A coverage for directors and officers insurance?
    Side A coverage of directors and officers liability insurance policy protects directors, officers and executives from any legal claims by paying them for the defence cost, legal heirs cost, settlement fees and judgment if the company cannot or not willing to indemnify them, or instance, if company is declared bankrupt.
  • What is Side B coverage for D&O liability insurance policy?
    In directors & officers liability insurance policy, Side B coverage means the policy will reimburse the company if it indemnifies the losses of directors, officers and executives. This coverage is generally subject to some deductible. Side B coverage is also called as company reimbursement coverage in D&O policy.
  • What is the limit for cover for D&O?
    The right limit for D&O cover that a buyer needs depends on various factors. The entire thing lies upon the cost consideration and risk tolerance. There are few elements like scope of business, size of the business, liability exposure, category of business and the industry type etc. are to be considered while analyzing the limit of coverage needed for the organization. Limit selection in Directors and officers liability insurance is the challenging and complex task.
  • What is the relevance of D&O Insurance?
    Director and officer policy protects the director and officers of a company against vulnerabilities of  the following nature, although not restricted to these:
    • Claims levied by shareholders
    • Accounting irregularities
    • Cases of sexual harassment and discrimination
    • Matters related to corporate governance
  • Does this insurance cover all the employees at executive level?
    A Directors and officer’s liability insurance covers the key managers and executives of the organization and not all the employees. This policy is basically meant to cover the defence costs arising out of any wrongful acts made by company’s directors and officers within the scope of their managerial duties. It is to ensure key executives and managers of the organization can make managerial decisions without having to worry about losing their personal assets.
  • What are the required documents while buying a D&O Policy?
    Documents required include:
    • Proposal form
    • Latest consolidated financials of the company
    • Fast Track Renewal Declaration – In case the referral is our own renewal
  • How can I buy D&O insurance policy?
    In order to buy director insurance, you can start up by getting indicative quotes and filling the basic information.. Thereafter ask for specific changes, if any, to cover risks peculiar to your business. We will then get multiple quotes from various insurers and help you with documentation while buying the policy. If you do not require any customization, you may directly buy D&O for startups on the website itself.

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