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Directors’ and officers’ insurance (D&O insurance) meaning

What does Directors’ and officers’ insurance (D&O insurance) mean?
Insurance arranged to protect a company’s directors and officers against personal liability for claims arising from alleged wrongful acts (acts, errors or omissions) in the course of managing the business. Commonly called D&O insurance, it is a market term rather than a defined statutory concept. Typical features include: - Cover for defence costs, damages and settlements, and often legal representation at investigations and regulatory proceedings. - Side A (cover for insured persons where the company cannot indemnify), Side B (reimbursement to the company for indemnifying insured persons) and, sometimes, entity cover for securities claims (Side C). - Written on a claims-made basis, with limits, retentions, retroactive dates and options for run-off/tail cover (e.g. on M&A or insolvency). Common exclusions include fraud or dishonesty (usually after final adjudication), conduct uninsurable at law, and certain fines and penalties. D&O insurance complements statutory regimes that restrict company indemnities but allow insurance: in the UK, under the Companies Act 2006; in Ireland, under the Companies Act 2014. Usage and policy structures are broadly consistent across England & Wales, Scotland, Northern Ireland and Ireland, with wording tailored to local regulatory exposures (for example, FCA/PRA, ICO, HSE or Companies Registration Office enquiries).
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View the related News about Directors’ and officers’ insurance (D&O insurance)

NEWS
UK and EU insurance and reinsurance weekly legal and regulatory update: key judgments, COVID-19 business interruption, FCA vehicle valuation review, cyber and D&O trends—28 March 2024

Insurance & Reinsurance weekly highlights—28 March 2024 In this issue: Baltimore bridge crash Coronavirus (COVID-19) Cases and decisions Types of insurance Market practice Regulation New and updated content Case trackers Key dates Daily and weekly news alerts LexTalk®Insurance: a Lexis®Nexis community Baltimore bridge crash On 26 March 2024, Britannia, the UK marine insurer, confirmed it is liaising with Baltimore authorities after a container vessel destroyed the city’s iconic Francis Scott Key Bridge in a collision that experts predict will trigger insurance claims running into billions of dollars. See News Analysis: UK marine insurer investigating Baltimore bridge crash. Coronavirus (COVID-19) Four years have passed since the UK first went into lockdown to tackle coronavirus (COVID-19), leaving offices deserted, shops closed and practitioners debating the framing of business interruption claims. See News Analysis: Four years on, coronavirus (COVID-19) lockdown cover claims near endgame. Business interruption (Oaxaca Ltd t/a Wahaca v QIC...

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NEWS
Global WTW/Clyde & Co D&O survey: health and safety now top board risk, ahead of cyber, with calls for improved D&O insurance and indemnity education

As reported in the global directors’ and officers’ survey by broker WTW and law firm Clyde & Co, 84% of respondents viewed health and safety as a very or extremely important issue. That share represents a rise from an average of 45% across the preceding three years. Drawing over 900 responses from participants in more than 50 countries, the study found cyber-attack risks were the second-highest concerns for bosses. According to the report, this had been the top risk cited by directors over the last three years. Jeremy Wall, head of global FINEX at WTW, said the research marked the...

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NEWS
UK Private Client weekly update: probate fee rise, Court of Protection surgery ruling, cohabitation consultation, tax avoidance cases, HMRC/DOTAS updates, Charities Act, contentious wills, pensions, international tax

In this issue: Probate Court of Protection Spouses, civil partners and cohabitants UK taxes for Private Client Tax avoidance, evasion and non-compliance HMRC Manuals updates Tax avoidance, evasion and non-compliance Budget and Finance Bills Family businesses and ownership structures Charity and philanthropy Contentious trusts and estates Pensions, insurance and tax efficient investments International Question of the week Additional Private Client updates this week Daily and weekly news alerts LexTalk®Private Client: a Lexis+® community New and updated content Dates for your diary Trackers Latest Q&As Useful information Probate Fee changes for grant applications With the Court and Public Guardian Fees (Miscellaneous Amendments) Order 2025 (SI 2025/1126) in force from 17 November 2025, copy grants of representation are priced at £16 per copy in most scenarios, including when requested during the application stage. As a result, a standard grant application with five copies now...

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View the related Practice Notes about Directors’ and officers’ insurance (D&O insurance)

PRACTICE NOTES
UK Insurance and Reinsurance Glossary for Lawyers: Legal, Regulatory, Market, Underwriting and Claims Terms

A B C D E F G H I J K L M N O P Q R S T U V W X Y Z This glossary provides helpful (re)insurance and underwriting definitions. For focused guidance on reinsurance terminology, see Practice Note: Reinsurance—essentials. A Accident An unforeseen or unintended event or incident that typically results in damage or injury (physical or financial) to the insured or a third party. Accidental damage Unintended or unexpected harm or damage caused to property or a person. Accidental death benefit Some life insurance policies pay an extra amount, over and above the original sum insured, if the insured dies because of an accident. Act of God (force majeure) An occurrence beyond anyone’s control, such as a natural disaster. Active underwriter The person with primary responsibility and authority to accept insurance and reinsurance risks on behalf of the members of a syndicate in the Lloyd’s market. See also Underwriter. Actuary A qualified professional who...

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PRACTICE NOTES
Pension trustee insurance: when needed, powers to buy, run‑off on wind‑up, coverage and exclusions, interaction with indemnities/exoneration and D&O, and Insurance Act 2015 disclosure

Other protections available to trustees Notwithstanding frequent cautions about the burdens of trusteeship, the sanctions of the Pensions Regulator and the risks inherent in the role, pension trustees usually benefit from robust protections grounded in statute and in their scheme’s governing documents. These include: Trustee Act 1925, s 61, allowing a trustee to be relieved of liability for breach of trust where they have acted honestly and reasonably and ought fairly to be excused Trustee Act 1925, s 27 (TA 1925), which, via a notification process, protects trustees against unknown beneficiaries on a scheme wind-up Exoneration clauses in the trust deed and rules, exempting trustees from personal liability for specified acts or omissions Indemnity clauses in the trust deed and rules, ensuring that particular liability claims against trustees are met by another party or source Indemnities granted by the plan sponsor Where trusteeship is conducted through a company, an additional layer of protection applies under the Companies Act 2006....

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PRACTICE NOTES
Business insurance cover and claims issues arising from the Russia–Ukraine conflict: property, political risk, trade credit, aviation, marine, cyber, D&O, supply chain, and transfer of insurance rights

ARCHIVED: This Practice Note was archived and is not maintained. The war in Ukraine, together with measures imposed by and upon Russia, has upended global business operations, unleashing widespread and significant supply chain shocks, halts to day-to-day activity, and the forfeiture of assets located abroad. International retailers, manufacturers, service providers and technology firms have scaled back, exited, or are in the process of exiting their Russian operations. Losses reportedly exceed US$59bn. Notably, Russian entities leasing aircraft from international companies have not returned the planes after lease terminations. Interruptions in the flow of strategic metals, including neon used in microchip manufacture—produced in Russia and refined in Ukraine—have generated severe losses for both business partners and participants across the supply chain. Diminished agricultural output from Ukraine, together with the loss of agricultural inputs from Russia, such as potash, has tightened global grain supplies and is expected to affect agricultural products. Ukraine is preparing an extensive reconstruction programme, encompassing major investment in infrastructure, security, residential housing, and commercial and industrial rebuilding projects,...

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View the related Precedents about Directors’ and officers’ insurance (D&O insurance)

PRECEDENTS
Archie’s Clause: D&O Premium Reductions for IFRS‑aligned Climate‑related Financial Disclosures

Insurance Premium Adjustment for D&O Climate-related Financial Disclosures (Archie’s Clause) (The Chancery Lane Project) This clause encourages organisations to lessen climate exposure by offering lower insurance premiums to policyholders who satisfy agreed reporting disclosure standards for climate-related financial risks...

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PRECEDENTS
Director indemnity deed: Companies Act 2006 s234 qualifying third party indemnity provision; advancement of defence costs; optional D&O insurance — England and Wales

This Deed is dated [ insert date ] Parties [ insert name of company ], a company incorporated in [ England and Wales ] under number [ insert registered number ], with its registered office at [ insert address of registered office ] (the Company); and [ insert name of director ] of [ insert address of director ] (the Director). [Each of [ insert name of first party as defined above ] and [ insert name of second party as defined above ] is a party and, together, [ insert name of first party as defined above ] and [ insert name of second party as defined above ] are the parties.] Background The Director has agreed to serve as a director of the Company and has been entered on the register at Companies House. The Company has undertaken to indemnify the Director in accordance with the terms of this Deed. [The Company has also...

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