Protecting the leaders who guide your organization
Directors and officers face increasing scrutiny from shareholders, employees, regulators and the public. Directors and officers (D&O) liability insurance helps protect board members, owners and managers from claims related to decisions made in the course of leading the organization.
Core coverage areas for leadership protection
Common features of director and officers liability insurance policies
Coverage and policy options can vary significantly by insurer, but most D&O policies include three common coverage areas:
Side A coverage
Provides direct protection for directors and officers when the organization is unable or unwilling to indemnify them for covered losses.
Side B coverage
Reimburses the organization when it indemnifies directors and officers for covered claims, helping offset the costs of defending and supporting its leadership team.
Side C coverage
Protects the organization itself when it is named in a covered claim alongside its directors and officers.
Advantages of partnering with Navacord for your D&O insurance
Our advisors help you navigate the complexities of D&O insurance and identify the coverage options that best support your organization’s needs.
Decades of experience
Our advisors bring extensive experience protecting directors and officers of public, private and non-profit organizations across a wide range of sizes, sectors and industries.
Customized solutions
With access to more than 100 insurers and specialty underwriters, we can help design a tailored solution for your organization and its directors and officers.
National and global capabilities
Through our networks and alliances, we connect you with local insurance and risk management professionals across Canada and around the world.
Learn from our D&O insurance experts
Directors and officers should purchase D&O liability insurance to protect their personal assets and the organization from the financial impact of lawsuits, regulatory investigations, and governance-related claims. Comprehensive coverage helps attract and retain talented leaders, provides access to experienced legal defence, andsupports confident decision-making in a complex business environment
Industry‑specific coverage options
Our advisors leverage cross‑industry expertise to deliver tailored insurance solutions that go beyond generic coverage.
FAQs about directors and officers liability insurance
D&O policies typically provide coverage for past, present and future directors and officers of the company and, where applicable, its subsidiaries.
Directors and officers may need to defend against a range of allegations, including:
- Acting beyond the scope of their authority
- Providing incorrect or inappropriate advice
- Breaching fiduciary duties
- Failing to properly supervise employees or company affairs
- Authorizing excessive company spending
- Approving unauthorized company borrowing
These allegations are more likely to arise during or after significant organizational events, such as:
- International investment activity, particularly involving the U.S.
- Buying, selling or restructuring business assets
- Management-led ownership transactions
- Initial or secondary public offerings
- Reductions or changes to dividend payments
- Business combinations or merger activity
- Concerns related to the misuse or poor management of corporate assets
- Changes to share ownership or capital structure
- Winding down, insolvency or liquidation proceedings
- Terminations, layoffs or other employment-related actions
- Disputes among board members or senior decision-makers
- Contractual disputes or alleged breaches of agreement
Exclusions vary by insurer and policy wording, but common exclusions may include:
- Claims involving bodily injury or damage to physical property
- Regulatory fines, penalties or other non-insurable sanctions
- Deliberate fraudulent conduct
- Matters connected to pending or previously filed litigation
- Unlawful compensation, improper gain or personal profit
- Certain claims brought by shareholders
- Disputes brought by one director or officer against another
- Losses arising from nuclear-related events
- Claims that fall within the scope of another insurance policy
Company directors have duties under the Canada Business Corporations Act, as well as under provincial statutes and common law. In some cases, directors and officers may face liability even without negligence, such as for unpaid wages or taxes.
Directors may also be subject to legal action if a breach of duty results in financial loss to the company, shareholders or others. Regardless of whether an individual is ultimately found at fault, defence costs can be substantial.
Directors and officers insurance quote