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Oracle RMS Insurance

Directors & Officers (D&O) Insurance

Commercial Insurance — Oracle RMS Insurance

Directors & Officers (D&O) Insurance

Protect your executives, directors, and board members from personal liability arising from management decisions.

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Directors and officers (D&O) liability insurance protects the personal assets of corporate directors, officers, and board members when they are sued for alleged wrongful acts in their management capacity. Claims can come from shareholders, employees, regulators, creditors, or competitors alleging mismanagement, breach of fiduciary duty, misrepresentation, or failure to comply with regulations. Without D&O coverage, executives face personal financial exposure that can be catastrophic.

Who needs this coverage?

Any organization with a board of directors, executive team, or management committee needs D&O insurance. This includes public and private corporations, nonprofits, charities, credit unions, technology startups, and any organization where individuals make decisions on behalf of the entity.

Key coverages

  • Personal liability of directors and officers
  • Company reimbursement for indemnified losses
  • Entity coverage for securities claims
  • Legal defence costs
  • Regulatory investigations and inquiries
  • Employment practices claims (optional)
  • Shareholder derivative actions
  • Breach of fiduciary duty claims
  • Misrepresentation in financial statements
  • Insolvency and creditor claims

Frequently Asked Questions

Who is covered under a D&O policy?
D&O policies typically cover current, former, and future directors and officers of the organization, as well as the company itself (for entity coverage). Some policies extend to employees acting in a managerial capacity.
Can directors be personally sued?
Yes. Directors and officers can be held personally liable for alleged wrongful acts in their management capacity. Personal assets — including savings, investments, and property — can be at risk without D&O coverage.
Do nonprofits need D&O insurance?
Absolutely. Nonprofit directors face the same personal liability exposure as corporate directors. Volunteer board members are not immune from lawsuits, and many nonprofits are required by funders or bylaws to carry D&O coverage.
What is the difference between D&O and professional liability?
D&O covers claims arising from management decisions and governance of the organization. Professional liability (E&O) covers claims arising from professional services or advice provided to clients. Many organizations need both.
Is D&O insurance required by law in Canada?
D&O insurance is not legally mandated in Canada, but it is often required by investors, lenders, and governance best practices. It is also a key tool for attracting qualified directors and officers who would otherwise be reluctant to serve without personal liability protection.

Ready to review your coverage?

Speak with a licensed broker at Oracle RMS — by phone, video, or in person. We serve businesses across Canada.*

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* Commercial insurance services available across Canada, excluding Quebec.