Australian company directors reviewing strategy in a boardroom, illustrating the management decisions that directors and officers insurance protects

Directors & Officers (D&O) Insurance

D&O insurance protects directors' and officers' personal assets from claims arising from how they manage the company. We compare the market to place cover that responds when shareholders, creditors, regulators, or employees come after a director personally.

From $500

Smaller firms

Side A/B/C

Cover Structure

15+

Insurers Compared

Recognition

Industry Awards

THE SHORT ANSWER

Directors & Officers (D&O) insurance protects directors and officers personally when a decision they made in running the company leads to a claim - from shareholders, creditors, regulators, employees, or third parties. It is one section of a broader Management Liability policy: D&O covers the individual, Management Liability adds employment practices, statutory liability, and company cover on top.

Most companies come to us for standalone D&O when the founder or board carries the liability personally but there are no employees to insure. Once staff are on the books, a full Management Liability package usually makes more sense.

Protects
Directors personally
Part of
Management Liability
Cover structure
Side A / B / C
Smaller firms from
~$500/yr

WHO NEEDS IT

Who needs Directors & Officers insurance?

If you sit on a board, run a company, or carry director liability on your own shoulders, a claim over a management decision lands on you personally. D&O is the cover that stands between that claim and your own assets. It's relevant well beyond large listed companies.

Company directors and officers in a strategy meeting discussing governance responsibilities covered by D&O insurance

01

Pty Ltd Companies

Any proprietary limited company with directors carries personal liability exposure. A wide range of Commonwealth, State and Territory laws can impose personal liability on a director, regardless of how small the business is.

02

Boards & Investors

Companies with a formal board, non-executive directors, or external shareholders and investors. Investors and funding agreements often require D&O cover to be in place before they commit.

03

Not-for-Profits

Board and committee members of not-for-profits and associations are exposed in the same way as company directors, often without realising the role carries personal liability.

04

Sole-Director Companies

Where a founder is the only director, there is no one to share the liability with. A standalone D&O policy protects that one person when a claim is made against them.

POLICY SCOPE

What does Directors & Officers insurance cover?

D&O responds to claims that a director or officer mismanaged the company or breached a duty in their role. It funds the defence and any award against them, and is built from three insuring clauses - Side A, Side B, and Side C.

Directors reviewing a Directors and Officers insurance policy during a corporate governance session
Directors reviewing a Directors and Officers insurance policy during a corporate governance session

Usually Covered

Claims alleging mismanagement or breach of a director's or officer's duty in running the company
Defence costs for regulatory investigations, including ASIC notices, examinations, and inquiries into a director's conduct
Wrongful acts by directors and officers - actual or alleged errors, misstatements, or breaches in their role
Defence of insolvent-trading allegations brought against a director personally
Side A - protects directors and officers personally when the company cannot indemnify them (for example, where it is insolvent or the law prevents indemnity)
Side B - reimburses the company when it does indemnify its directors and officers for a covered claim
Side C - entity securities cover, responding to claims made against the company itself in connection with its securities

Not Typically Covered

Proven fraud, dishonesty, or deliberate criminal conduct by the insured
Claims arising from circumstances already known to the insured and not disclosed to the insurer
Bodily injury or property damage (covered by Public Liability insurance)
Professional negligence in the services you deliver to clients (covered by Professional Indemnity insurance)
Fines and penalties where the law makes them uninsurable
Employment disputes against the company, which sit under the Employment Practices Liability section of a Management Liability policy

This is a general guide only. What is and isn't covered depends on the terms, conditions, limits and exclusions of your specific policy.

HOW THEY DIFFER

D&O vs Management Liability: which one do you need?

Directors and managers in a boardroom weighing up D&O insurance against a full Management Liability policy

The two get confused constantly, so here's the clean distinction. D&O protects directors and officers personally - it's about the individual and the decisions they make running the company.

Management Liability is the broader package. It includes D&O, and adds Employment Practices Liability, statutory liability, company reimbursement, and sometimes crime cover on top.

01

D&O - the individual

Protects directors and officers personally against claims over their management decisions. The right fit for a sole-director company with no employees.

02

Management Liability - the business

D&O plus Employment Practices Liability, statutory liability, and company cover. The right fit for most SMEs once they have staff.

Most SMEs with employees are better served by Management Liability - the moment you have staff you have employment exposure that standalone D&O won't touch. Read the full D&O vs Management Liability comparison, or see the complete Management Liability package.

EXAMPLE SCENARIOS

How D&O responds: example claim scenarios

These are illustrative examples of the types of claims a D&O policy responds to, not specific Tank client claims. They show the mechanism - how cover steps in when a director is pursued personally.

Australian company director reviewing a legal claim with an insurance broker, illustrating how D&O insurance responds

An example of the kind of claim D&O responds to: a group of shareholders alleges the board misrepresented the company's financial position, and pursues the directors personally for their losses. D&O covers the directors' defence costs and any award against them, even where the allegation is ultimately unfounded.

An example of the kind of claim D&O responds to: ASIC opens an investigation into a director's conduct in running the company. The director has to engage lawyers to respond to notices and attend examinations. D&O can fund the cost of responding to a regulatory investigation, which can run long before any finding is made.

An example of the kind of claim D&O responds to: after a commercial dispute, a creditor alleges a director allowed the company to incur a debt it could not repay and pursues the director individually. D&O responds to the defence of insolvent-trading and breach-of-duty allegations brought against the director.

An example of the kind of claim D&O responds to: an employee brings a claim that names a director personally over a management decision. D&O protects the director, while the employment dispute itself sits under the Employment Practices Liability section of a broader Management Liability policy.

A Real Placement

Standalone D&O placed for a smaller law firm

A smaller law firm came to us assuming D&O would be out of reach, with the quotes they'd seen bundled into a full Management Liability package they didn't need. We identified that their main exposure was director liability rather than full Management Liability, and placed a standalone D&O policy at $500 a year that gave them the protection they needed without paying for sections that didn't apply to their structure.

Read the full write-up on the law firm D&O case study.

COMMON QUESTIONS

Directors & Officers insurance: common questions

Directors & Officers (D&O) insurance protects the personal assets of directors and officers when a decision they made in running the company leads to a claim. The claim can come from shareholders, creditors, regulators, employees, or third parties, and typically alleges mismanagement, breach of duty, or a wrongful act in their role. D&O is designed to respond to their legal defence costs and awards against them, subject to the policy terms, limits and exclusions. It is usually written as one section of a broader Management Liability policy.
D&O insurance protects directors and officers personally. Management Liability is a packaged policy that includes D&O plus Employment Practices Liability, statutory liability, company reimbursement, and sometimes crime or fidelity cover. For most SMEs with employees, the broader Management Liability package is the better fit. A sole-director company with no staff may only need standalone D&O. We've set out the full comparison on our D&O vs Management Liability page.
Any Pty Ltd company with directors has personal liability exposure. A wide range of Commonwealth, State and Territory laws can impose personal liability on directors. D&O is relevant for companies with a board, startups with investors or shareholders, not-for-profit and association board members, businesses tendering for contracts that require it, and sole-director companies where the founder carries the liability alone.
A D&O policy is built from three insuring clauses. Side A protects directors and officers personally when the company cannot indemnify them - for example where the company is insolvent or the law prevents indemnity. Side B reimburses the company when it does indemnify its directors and officers for a covered claim. Side C, or entity securities cover, responds to claims made against the company itself in connection with its securities. Together they cover the individual, the company's reimbursement, and the entity.
D&O premiums start from around $500 a year for smaller firms and scale with the size of the business, the sector it operates in, its claims history, and the limit of cover chosen. A standalone D&O policy for a small professional services firm sits at the lower end, while companies with investors, complex structures, or higher limits pay more. The most reliable way to know your number is to get a quote based on your own structure.
Both, depending on the insuring clause. Side A protects the directors and officers personally. Side B reimburses the company when it indemnifies them. Side C extends cover to the company itself for securities claims. So while the core purpose of D&O is to protect individuals' personal assets, the policy also responds to the company in the situations the Side B and Side C clauses describe.
Company directors and officers in a boardroom discussing their personal liability and D&O insurance protection

Protect your directors' personal assets

Whether you need standalone D&O or a full Management Liability package, we compare many insurers to find the right cover at the right price for your structure.

Sydney-based. Backed by the Steadfast Network and NIBA members.

Last updated: 17/06/2026

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