What are Outside Directorships and are they covered? (Detailed answer)

  • An outside entity is an organisation:
    • in which the company holds a shareholding of 50% or less, or
    • which is a charity, trade association, or tax exempt non-profit entity (not necessarily associated with the Insured).
  • The Insured company may require that an Insured Person works in an outside entity as a director, manager, supervisor or trustee. Although the term ‘directorship’ has been used, the cover has been defined to include other management related roles as well.
  • The policy would cover the Insured Person’s liability arising from wrongful acts committed while working at the outside entity, provided that the Outside Directorships Liability (ODL) extension has been selected.
    • This cover is subject to the same exclusions that would apply had the Insured Person committed a wrongful act while working for the Insured (company).
  • The ODL extension only covers the Insured Company’s representatives at the outside entity and not the outside entity’s own staff.
  • The outside entity ought to have its own D&O liability insurance. This policy will only pay if there is no other insurance to cover the Insured Persons.
    • If there is another policy then that policy’s cover will substitute this policy’s cover. This policy’s cover will not be in addition to the other policy’s cover.
Subject: 
Directors and Officers Liability