Directors & Officers (non US)

What we offer

Our suite of policies range from a single policy to cover the organisation and its directors, through to policies addressing the specific needs of individuals and includes:

Side ABC
Side AB
Side A
Side A DIC

How can we help

D&O Side ABC
This Side ABC policy is the most comprehensive policy and covers the personal liability of the insured individual, the company’s liabilities when it indemnifies the individual and the company if faced with securities claims.

Cover

Protection for directors and officers, as well as other individuals, including coverage for:

Regulatory and internal investigations
Data breach
Environmental claims
Health and safety claims
Insolvency hearings
Extradition, permanent residency and repatriation
Damage to reputation
Freezing of assets and disqualification
Full limit mitigation costs cover
Automatic reinstatement of limit for non-indemnifiable loss

Protection for the company, including costs relating to:

Payments made to indemnify individuals
Securities claims
Regulatory and internal investigations
Books and records demands
Derivative demands
Global Dutch securities settlement advice.

D&O Side AB

This cover is for individuals and organisations, whether private or public, that require the protection of a Side AB policy but not the securities-related cover for the company provided by Side C.

Cover

Protection for directors and officers, as well as other individuals, including coverage for:

Regulatory and internal investigations
Data breach
Environmental claims
Health and safety claims
Insolvency hearings
Extradition, permanent residency and repatriation
Damage to reputation
Freezing of assets and disqualification
Full limit mitigation costs cover
75% allocation for securities claims for public companies
Automatic reinstatement of limit for non-indemnifiable loss.

Protection for the company, for costs relating to payments made to indemnify individuals.

D&O Side A

This policy provides “ground up” cover for individual directors and officers when the company does not indemnify.

One of the key benefits to the individual is that they do not share policy limits with the organisation so avoid the risk of limits being depleted by the organisation’s insured losses.

Cover

Regulatory and internal investigations
Data breach
Environmental claims
Health and safety claims
Insolvency hearings
Extradition, permanent residency and repatriation
Damage to reputation
Freezing of assets and disqualification
Full limit mitigation costs cover
Reinstatement of full limit for those individuals who have not been party to a previous claim that has depleted the limit.

D&O Side A Difference In Conditions (DIC)
This policy provides cover for individual directors and officers when the company does not indemnify. The policy responds:

As excess cover when limits on the primary/underlying D&O cover have been exhausted. In this case the Side A DIC policy can pay shortfalls subject to any terms, conditions and limitations in the primary / underlying D&O policies; or
On a DIC / drop-down basis when an insurer of the primary/underlying D&O cover refuses to pay a claim or fails to pay within 45 days of a request to do so. Examples of reasons for non-payment include:
Insolvency of the insurer
Application of an exclusion
Allegation that defence costs were incurred unnecessarily
Late notification of a claim (provided that notification on the Side A DIC policy is made as soon as practicable).

The benefit of a Side A DIC policy is that, unlike other D&O policies, there are no coverage exclusions other than in relation to matters of conduct.

The policy provides 3 full reinstatements of the limit.

Who we can help

A wide range of non-financial organisations can benefit from the cover.

Where Is This Offered?

Worldwide (excluding United States domiciled organisations)

The Beazley Difference

BEING BOLD

Freedom lies in being bold. We dare to be different and seek bold possibilities to create more innovative, fair and satisfying outcomes for our clients, brokers and employees. From insuring the highest building in the world, to the first commercial lunar vehicle to operate on the moon - we boldly go where others won’t.

STRIVING FOR BETTER

Good is a start, but we go all-out for better. A driven community of individuals relentlessly push the needle and creating value. From launching the market’s first dedicated ESG syndicate to the establishment of our business unit focusing on designing digital insurance solutions, we pride ourselves on always going above and beyond. Simply put, at Beazley we go to 11.

DOING THE RIGHT THING

Acting with integrity in a straightforward, decent way is instinctive. Open and honest with others, we show respect and empathy however challenging the situation – demonstrated by our multi-award winning claims team. Doing the right thing makes for a fair-minded, rewarding environment and makes work and life better for all.

Examples or Scenarios

A former CEO started proceedings against a company for breach of contract, seeking to recover amounts said to be owed including bonus and share entitlements. The company counterclaimed alleging breach of fiduciary duties by failing to: (a) make reasonable business decisions; (b) return confidential information; (c) act in a manner which maximised the value of the company; and (d) exercise due care and skill. The counterclaim sought multimillion-pound damages and the former CEO incurred defence costs in excess of £1m. The director was financially protected under a D&O Side A ground up policy.

A listed technology company was bought by a larger rival in a multibillion-pound deal. After the deal closed, the acquiring company issued proceedings against the directors of the acquired entity alleging accounting improprieties, misrepresentations and disclosure failures that inflated its underlying financial metrics prior to acquisition. The UK and US law enforcement agencies and regulators started investigations. As the purchase had been concluded and the dispute involved the new parent, an indemnity was not provided to the directors. However, the Side A of the D&O policy provided coverage for the individuals’ defence costs.