Directors and officers cover
D&O cover starts with the claim you need it to answer.
The policy, company articles and decision record belong together. Do not assume limited liability, the managing agent's insurance or a buildings policy answers a claim made against a director.
Define the exposure
Ask what could be alleged, by whom and against which person.
Which company and capacity?
Name the RMC, RTM company, freehold company or other entity, then identify whether the person acts as a director, officer, employee or in another role.
Which act or omission is in question?
Link the issue to the board decision, authority, minutes, correspondence and source documents. A policy cannot repair a missing decision record.
Who could bring the allegation?
Consider members, leaseholders, contractors, employees, regulators and the company itself without assuming every policy responds to every claimant.
Which policy should respond first?
Buildings, professional indemnity, cyber, employers' liability, legal expenses and D&O cover have different insured risks and parties. Map the possible overlap with the broker.
Read the policy
The schedule names the cover. The wording and exclusions set its limits.
Insured persons and company cover
Confirm current and former directors, officers and any entity cover. Check how automatic cover works when people join or leave.
Claims-made trigger and notification
Ask when a claim, circumstance or investigation must be notified and which policy year responds. Late notification can matter.
Costs, consent and control
Check whether defence costs sit inside or outside the limit, who appoints advisers and whose consent is needed before costs are incurred or a matter is settled.
Conduct, prior matters and insured-versus-insured claims
Read the actual wording. Ask the broker to explain each material exclusion and any difference between allegations and finally established conduct.
Limit, excess and aggregation
Confirm whether the limit is per claim or shared across the policy year and how related claims are aggregated.
Run-off and former directors
Ask what protection continues after a director leaves, a company changes control or the policy is not renewed. Do not assume a six-year period is automatic.
Buy and renew
Make the insurance decision visible.
Check the articles and company authority
The Companies Act permits qualifying directors' liability insurance, but the board should still check its own articles, conflicts and decision process.
Give the broker an accurate risk record
Describe the company, units, money held, disputes, prior notifications and known circumstances. Keep the questions and answers supplied.
Compare wording, not premium alone
Set the limits, exclusions, defence-cost treatment, notification terms and run-off position beside the price.
Check who may bear the cost
A company may be able to buy cover, but recovery through a service charge is a separate lease question. Do not call it universally recoverable.
Sources for this page
Open the law and guidance yourself.
The statutory permission for a company to purchase and maintain qualifying third-party indemnity insurance for a director.
↗Official modelModel articles for companies limited by guaranteeArticles 38 and 39 show how indemnity and insurance are treated in the official model. Check the company's own adopted articles.
↗Official registerCheck the broker or insurerUse the FCA register to check the firm and its permissions before relying on an insurance recommendation.
↗Related guideDirector decisionsConnect company authority, evidence, minutes and follow-through.
→Links and current-law position checked 18 August 2026. Apply the governing documents, building facts and current law to the case in front of you.
