Does D&O Cover Board Members?

Triple-I describes D&O as protection for individuals while serving on a board or as an officer. That general purpose does not confirm that every director, advisory-board member, committee member, or outside appointee is included. A specimen may define the covered board position and organization narrowly, and entity or subsidiary changes can affect eligibility. Review the exact insured-person wording and any schedule of entities, including whether nonemployee directors, observers, trustees, and outside-entity service are covered. Also check consent-to-settle, defense counsel, and allocation provisions before a claim arises.

Check that the board member’s specific organization and service appear in the policy’s insured-person definition; advisory-board observers, trustees, and directors of affiliates may not be treated alike. Side A addresses covered individual loss when the organization cannot indemnify; Side B addresses the company’s reimbursement, and neither answers whether Side C is included. Claims by one insured against another, prior proceedings, or alleged intentional conduct may be excluded. Review any outside-director extension, board schedule, consent-to-settle terms, and defense-cost limit. A board appointment or certificate alone does not expand the issued wording.