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Directors & Officers

Directors & Officers Insurance

D&O insurance Australia. Helps protect directors and officers from claims, legal costs, investigations.

— The basics

What is Directors & Officers Insurance

Directors and officers insurance, also called D&O insurance, helps protect company leaders if decisions are challenged. It is designed to cover legal defence costs and some investigation expenses under the policy.

— Why it matters

Why is it important?

Even well-run Australian businesses can face claims about board decisions, governance or disclosures. D&O insurance may help with legal defence costs and some formal investigations if a director or officer is personally named.

— The Basics

What is

Directors & Officers

Directors and officers insurance, also called D&O insurance, helps protect company leaders if decisions are challenged. It is designed to cover legal defence costs and some investigation expenses under the policy.

— Why it Matters

Why is it important?

Even well-run Australian businesses can face claims about board decisions, governance or disclosures. D&O insurance may help with legal defence costs and some formal investigations if a director or officer is personally named.

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Businesses covered

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Coverage highlights

What is usually covered under Directors & Officers insurance

Here’s what this policy typically helps with. Exact cover depends on your insurer and policy wording.

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Legal defence costs

Typically includes legal defence costs (and sometimes investigation costs), with some policies advancing costs as they're incurred.

Company indemnity repayment

Helps reimburse the company when it does indemnify a director or officer for a covered claim.

Outside board roles cover

Can extend to claims from serving on another board (often not-for-profit) at your company's request, usually excess of other cover/indemnity.

Directors and officers cover

Helps with director liability insurance and officers liability cover when the company cannot indemnify a director or officer for a claim.

Run-off for past directors

If the policy isn't renewed/replaced, cover may extend for claims made later about earlier conduct (an extended reporting or discovery period).

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Claims examples

Common Directors & Officers insurance claims

Simple, real-world examples to help you better understand how coverage might work with this policy.

Outside directorship claim
SCENARIO

At your company’s request, you sit on the board of a charity partner. A grant decision is challenged and you are named in the claim because you were a director there. You need support to deal with the allegation.

WHY IT’S COVERED

Outside directorship insurance may help if you are sued for actions in a board role you took on at the company’s written request.

Regulator inquiry notice
SCENARIO

A regulator sends a formal notice asking a director to attend an interview and produce documents about the company’s governance. It is not a routine check. You hire legal advice to prepare, attend and manage the process.

WHY IT’S COVERED

D&O is designed to cover investigation costs when a regulator formally requires your attendance or documents, if you notify the insurer in time.

Misleading statement claim
SCENARIO

Your company gives a lender and investors a rosy update to secure funding. Later, results fall short and they allege the director made a misleading statement and demand settlement or compensation. Legal costs start piling up fast.

WHY IT’S COVERED

If a claim says a director made a misstatement or misleading statement, D&O can help with defence costs and some covered loss.

Breach of duty claim
SCENARIO

A minority shareholder says the board made a careless decision that hurt the business. They sue a director personally for a breach of duty and ask for damages. You need a lawyer to respond and defend the claim.

WHY IT’S COVERED

D&O can help pay defence costs and any covered settlement or damages when a claim alleges a wrongful act, like a breach of duty.

SCENARIO

A support worker gave a participant the wrong medication due to a mislabeled pillbox. The participant experienced severe drowsiness and dehydration, requiring overnight hospitalization.

IS THIS COVERED?

Costs included $8,200 for hospital and rehabilitation, $12,500 for legal defence, and a $7,500 settlement to resolve the claim out of court.

Manual handling damage

SCENARIO

A support worker gave a participant the wrong medication due to a mislabeled pillbox. The participant experienced severe drowsiness and dehydration, requiring overnight hospitalization.

WHY IT'S EXCLUDED

Costs included $8,200 for hospital and rehabilitation, $12,500 for legal defence, and a $7,500 settlement to resolve the claim out of court.

SCENARIO

A support worker gave a participant the wrong medication due to a mislabeled pillbox. The participant experienced severe drowsiness and dehydration, requiring overnight hospitalization.

WHY IT'S EXCLUDED

Costs included $8,200 for hospital and rehabilitation, $12,500 for legal defence, and a $7,500 settlement to resolve the claim out of court.

SCENARIO

At your company’s request, you sit on the board of a charity partner. A grant decision is challenged and you are named in the claim because you were a director there. You need support to deal with the allegation.

IS THIS COVERED?

Outside directorship insurance may help if you are sued for actions in a board role you took on at the company’s written request.

Outside directorship claim
SCENARIO

A regulator sends a formal notice asking a director to attend an interview and produce documents about the company’s governance. It is not a routine check. You hire legal advice to prepare, attend and manage the process.

IS THIS COVERED?

D&O is designed to cover investigation costs when a regulator formally requires your attendance or documents, if you notify the insurer in time.

Regulator inquiry notice
SCENARIO

Your company gives a lender and investors a rosy update to secure funding. Later, results fall short and they allege the director made a misleading statement and demand settlement or compensation. Legal costs start piling up fast.

IS THIS COVERED?

If a claim says a director made a misstatement or misleading statement, D&O can help with defence costs and some covered loss.

Misleading statement claim
SCENARIO

A minority shareholder says the board made a careless decision that hurt the business. They sue a director personally for a breach of duty and ask for damages. You need a lawyer to respond and defend the claim.

IS THIS COVERED?

D&O can help pay defence costs and any covered settlement or damages when a claim alleges a wrongful act, like a breach of duty.

Breach of duty claim
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Important: Scenarios are examples only. Coverage is subject to policy terms, conditions and exclusions. Limits and sub-limits might apply. Policy wordings vary between insurers. Refer to the PDS or Policy Wording for details.

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Benefits

Why businesses trust upcover

Get quotes in minutes, adjust your cover as your business evolves, and lean on expert support to help you make confident insurance decisions.

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Who it’s for

Who needs Directors & Officers insurance?

Types of businesses who might be contractually required or recommended to take out this insurance.

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Property and strata committees

Decisions on maintenance, budgets, or contracts can be challenged by owners or suppliers. Officers liability insurance may help if you are personally named.

Professional services firms

When you manage staff, finances and compliance, disputes can become personal. Executive liability insurance and management liability insurance may help with defence costs.

Not for profits and charities

Committee members and volunteer directors can still be personally named in claims. Director liability insurance can help with legal defence costs if you are sued.

Startups raising capital

Fundraising can bring big expectations. If results miss targets, directors may be accused of misleading statements or poor governance. D&O insurance australia can help.

SMEs with a board or director

If you have directors making decisions, you can face claims from investors, lenders, or partners. Directors and officers' insurance can help protect those people.

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Exclusions

Typical exclusions under Directors & Officers insurance?

Common examples of what is generally outside cover. Check the insurer policy wording to confirm the details.

Known issue before cover
SCENARIO

Before you buy cover, the board gets a lawyer letter warning of a likely shareholder claim about a past capital raise. It is not notified. Months later the shareholder sues over the same facts and you lodge a D&O claim.

WHY IT’S COVERED

Claims linked to known facts, or prior and pending proceedings, are commonly excluded when they started or were known before cover began.

Professional services claims
SCENARIO

A client says your firm gave the wrong advice and they lost money. They sue you and name you as a director, but the complaint is about the paid professional service delivered to the client. You submit it as a D&O claim.

WHY IT’S COVERED

D&O targets management decisions. Claims arising from providing professional services or advice for a fee are usually excluded.

Insolvency related claims
SCENARIO

The company cannot pay suppliers and enters voluntary administration. A creditor sues the directors alleging insolvent trading and seeks repayment of the unpaid invoices. You try to claim under D&O for the debt and defence costs.

WHY IT’S COVERED

Most wordings exclude claims tied to insolvency, liquidation, bankruptcy or administration. Cover may apply only if an extension does.

Dishonesty or fraud
SCENARIO

A director approves expense claims that hide personal spending. The company later discovers it and a lawsuit alleges dishonest conduct and personal gain. You ask the insurer to cover the defence and any repayment demanded.

WHY IT’S COVERED

D&O usually excludes dishonest, fraudulent or criminal acts and personal profit, once proven or admitted by a final decision.

SCENARIO

A support worker gave a participant the wrong medication due to a mislabeled pillbox. The participant experienced severe drowsiness and dehydration, requiring overnight hospitalization.

WHY IT'S EXCLUDED

Costs included $8,200 for hospital and rehabilitation, $12,500 for legal defence, and a $7,500 settlement to resolve the claim out of court.

Manual handling damage

SCENARIO

A support worker gave a participant the wrong medication due to a mislabeled pillbox. The participant experienced severe drowsiness and dehydration, requiring overnight hospitalization.

WHY IT'S EXCLUDED

Costs included $8,200 for hospital and rehabilitation, $12,500 for legal defence, and a $7,500 settlement to resolve the claim out of court.

SCENARIO

A support worker gave a participant the wrong medication due to a mislabeled pillbox. The participant experienced severe drowsiness and dehydration, requiring overnight hospitalization.

WHY IT'S EXCLUDED

Costs included $8,200 for hospital and rehabilitation, $12,500 for legal defence, and a $7,500 settlement to resolve the claim out of court.

SCENARIO

Before you buy cover, the board gets a lawyer letter warning of a likely shareholder claim about a past capital raise. It is not notified. Months later the shareholder sues over the same facts and you lodge a D&O claim.

WHY IT'S EXCLUDED

Claims linked to known facts, or prior and pending proceedings, are commonly excluded when they started or were known before cover began.

Known issue before cover
SCENARIO

A client says your firm gave the wrong advice and they lost money. They sue you and name you as a director, but the complaint is about the paid professional service delivered to the client. You submit it as a D&O claim.

WHY IT'S EXCLUDED

D&O targets management decisions. Claims arising from providing professional services or advice for a fee are usually excluded.

Professional services claims
SCENARIO

The company cannot pay suppliers and enters voluntary administration. A creditor sues the directors alleging insolvent trading and seeks repayment of the unpaid invoices. You try to claim under D&O for the debt and defence costs.

WHY IT'S EXCLUDED

Most wordings exclude claims tied to insolvency, liquidation, bankruptcy or administration. Cover may apply only if an extension does.

Insolvency related claims
SCENARIO

A director approves expense claims that hide personal spending. The company later discovers it and a lawsuit alleges dishonest conduct and personal gain. You ask the insurer to cover the defence and any repayment demanded.

WHY IT'S EXCLUDED

D&O usually excludes dishonest, fraudulent or criminal acts and personal profit, once proven or admitted by a final decision.

Dishonesty or fraud
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Important: These scenarios are examples only. Policy exclusions may differ between insurers and policy wordings. Limits and sub-limits might apply. Always refer to your specific policy wording for complete details.

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Price factors

Factors affecting cost of Directors & Officers insurance

Your premium is based on your details and the cover options you choose. There is no one set price for every business.

What Affects your Directors & Officers Insurance premium?

Company size

Turnover, assets and headcount can change your risk level. Larger businesses often face higher claim costs and more complex disputes, so directors and officers insurance premiums can increase with size.

Industry risk

Some industries attract more investor, regulator, or contract disputes. If your sector is higher risk in Australia, D&O insurance australia pricing may be higher to match the claim trends.

Claims history

Past claims, investigations, or known disputes can affect pricing. A clean history may help. Previous issues can increase the cost of director liability insurance and officers liability cover.

Limit and excess

Higher limits usually cost more. A higher excess can reduce the premium. Adding extra options under management liability insurance may also change the price of executive liability insurance.

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Explore more

Other cover types

Browse from a range of cover types to match your business’ unique needs.

Professional Indemnity

Covers negligence claims from third parties to help protect your business from professional errors

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Public & Products Liability

Covers injury & property claims from your services, products or at your business

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Business Pack

Can include property, contents, glass, electrical equipment, business interruption, theft, contents

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Corporate Travel

Covers travel locally or overseas. This can include business trips and some personal travel also

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FAQs

Directors & Officers insurance queries

How do I make a claim?

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You should notify your insurer as soon as you become aware of a claim or circumstance that may give rise to a claim which could include a client complaint, you discovering an incident or an allegation of harm. Claims should be made in writing and handled in line with the claims notification requirements which will be outlined in your policy wording.
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How do I make a claim?

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What is a Certificate of Currency?

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A Certificate of Currency is issued by an insurance company and is something you can use as proof that your existing insurance policy is valid. It contains all the information regarding your policy. You may be asked from time to time to prove your insurance - for loans to your business, for landlords of your premises, or for certain clients you might have. The moment you purchase your insurance from upcover you can send your proof of insurance to whoever requires it, at just a click of a button.
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What is a Certificate of Currency?

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How quickly do I need to report an incident to my insurer?

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You should notify your insurer as soon as you become aware of any incident, claim, or circumstance that may give rise to a claim. Professional Indemnity insurance typically operates on a "claims made and notified" basis, meaning both the claim must be made against you AND you must notify the insurer during the active insurance period (or discovery period if applicable). Late notification after policy expiry may not be covered unless you have purchased an extended discovery period. Prompt notification is essential to protect your rights under your insurance.
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How quickly do I need to report an incident to my insurer?

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What is a retroactive date?

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A retroactive date is the earliest date from which a claim can arise and still be covered under your policy. Professional Indemnity and certain other claims-made policies will only respond to claims arising from acts, errors or omissions that occurred on or after the retroactive date listed in your policy schedule. If an incident occurred before your retroactive date, it typically will not be covered even if the claim is made during the current policy period. Maintaining continuous cover without gaps helps protect your retroactive date — check your policy schedule or ask your broker if you are unsure of your retroactive date.
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What is a retroactive date?

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