Insurance for Administrators and Directors
D&O Excellence Insurance
Markel D&O Excellence protects Administrators and Directors against third-party claims (such as from shareholders, employees, creditors, public agencies and the company itself).
The main goal of this policy is to protect the personal wealth of the Administrators or Directors from the financial damage caused to third parties as a result of their negligent management or for breach of duty in their office or for actions contrary to the law or to statutes.
Markel D&O Excellence for your peace of mind
Markel D&O Excellence offers the peace of mind that Administrators and Directors need to perform their duties, since they are more exposed than ever to being subject to a claim due to the increased regulation of their actions and to the heightened scrutiny and oversight of their decisions.
This policy covers the legal expenses of defending a claim, the posting of bonds needed to meet civil liabilities and any compensation covered under the policy that they are required to pay.
What might happen? Examples of claims
Corporate liability action
The administrator of a construction company buys goods from a supplier. In light of the high price, the shareholders notice that the average market price is lower, so the Board of Shareholders undertakes a corporate liability action pursuant to Art. 238 and ff of the Law on Corporations against the administrator to recoup their losses. In this case, the excess cost would be the harm caused by the administrator to the company.
Individual liability action
A buyer of shares in a company files an individual suit against the administrators of the company for their refusal to recognise his status as a shareholder, which deprived him of his right to vote at the Shareholders’ Meeting and of his share of the dividends paid out.
The Court sentences the administrators to both recognise the status of the buyer as a shareholder and to pay him for any resulting damages.
Liability for the company’s debts
A liability action is filed against the administrators of a company, who, being aware of the financial problems facing the company and having the time to address them, fail to convene the Board of Shareholders to arrange for the liquidation of the company.
The administrators are sentenced, along with the company, to pay the company’s debts.
A company voluntarily declares bankruptcy. The client informs his D&O insurance company of his potential liabilities as an administrator for debts with creditors, Social Security and the Tax Ministry.
The bankruptcy court issues an evaluation report that suggests a culpable insolvency, which the judge eventually declares, sentencing the administrator.
The Court sentences the administrators to pay the company’s deficit.
As a result of a company’s bankruptcy proceedings, the judge bans the administrator for a period of two years.
The insurance company pays the banned administrator the maximum specified in the policy, since in the event of a culpable insolvency, the judge always bans the administrators.
Disciplinary procedure initiated by an administrative body
The Executive Commission of the Bank of Spain starts an investigation and subsequent disciplinary proceedings against the administrators and CEO of a financial company for violating the rules regulating conflicts of interest.
An employee sues a company and several directors for violating her basic rights. The employee, a foreign national, alleged she was harassed and degraded due to her race and religion, and is suing for damages. Eventually both the company and the directors are sentenced to pay both compensatory damages and the defence costs.
An administrator is subsidiarily sentenced to pay the amounts associated with various tax payments, withholdings for personal work and VAT, as well as the associated interest fees, on the basis that the company had ceased its activity, stopped regularly filing its tax statements, and the administrator did not undertake to dissolve or liquidate the inactive company, violating his duty to administrative diligence.
Scope of Cover D&O Excellence Insurance
- Directors’ & Officers’ liability
- Defence costs advance
- Legal representation costs
- Extradition costs
- Publicity costs
- Risk management costs
- Civil bailbonds & constitution costs of criminal bailbonds
- Employment practices liability, with entity cover
- Entity cover in securities claims
- Automatic inclusion of new subsidiaries & associated companies
- Administrative sanctions
- Professional disqualification
- Liability arising from insolvency proceedings
- Constitution costs of bailbonds in insolvency proceedings
- Liability arising from taxation