Directors & Officers Liability

Cover typically extends to:

• Directors (executive and non‑executive)
• Officers and senior management
• Past, present, and future directors
• In some sections, the company itself

Cover is subject to policy terms, conditions, and limits.

D&O cover may respond to claims arising from, among others:

• Alleged breaches of fiduciary duties
• Non‑compliance with the Companies Act and King IV
• Regulatory investigations and enquiries
• Employment‑related disputes
• Shareholder or stakeholder claims

An allegation alone can trigger a claim of negligence or wrongdoing that does not need to be proven.

Yes. A key benefit of D&O insurance is the advancement of legal defence costs, subject to policy terms. Legal costs can be significant and are often incurred long before a matter is resolved.

What happens if the company cannot indemnify a director?

Where company indemnification is unavailable  due to insolvency or legal prohibition  the policy provides personal liability protection, including defence costs and access to expert defence attorneys.

Yes, certain sections of the policy may provide:

• Company Reimbursement Cover for indemnified losses
• Company Securities Entity Cover for claims related to securities legislation breaches

These sections help protect the organisation’s balance sheet.

No. Claims arising from fraudulent, dishonest, or criminal conduct are excluded once legally established. The insurer may recover amounts paid if fraud is proven by final legal determination.

D&O insurance is not legally mandatory. However, it is widely regarded as best practice governance, particularly under King IV, and is often expected by boards, investors, and stakeholders.

Any organisation with decision‑makers can benefit from D&O cover, including:

• Private companies
• Public and JSE‑listed companies
• Non‑profits and NGOs
• Start‑ups and SMEs

If you have directors or officers, you face D&O exposure.

Yes. D&O policies are typically written on a claims‑made basis, meaning claims made during the policy period are covered, including those arising from past acts (subject to policy terms and retroactive dates).