Directors and Officers FAQs

• RSA has an acceptability ratio of 90%+ across all trade classes for Management Liability
• Service and underwriting expertise
• As well as being supported by specialist regional underwriting experts, you’ll get access to decision-makers who are experts in all SME products including Management Protection insurance
• Dedicated claims experts
• Our customers have the support of a dedicated RSA ProFin claims team. The majority of the team hold a degree or relevant professional qualification and are supported by an experienced panel of legal firms for specialist claims handling requirements
• We also offer a range of additional services to our customers; including legal assistance, health and safety, tax advice, and stress counselling

In the ever-combative landscape of third-party claims, litigations and increasing regulations, the decisions and actions of company directors and officers are under greater scrutiny than ever before. RSA offer flexible combinations of cover to ensure that directors and officers have the confidence, support and freedom to make the tough decisions that every business needs to get ahead.

The Management liability contract covers Directors and Officers liability, Corporate Legal Liability, Employment Practice Liability and Fraud.

• RSA provide separate ‘Any One Claim’ limits for Directors and Officers Liability, Corporate Liability and Employment Practices Liability. Employee Crime cover is offered on an ‘Aggregate’ basis.
• Cover is on a 'claims made' basis, which means that the policy would respond to wrongful acts, claims, and allegations that are made during the policy period

• Up to £100 million turnover
• D&O limit of liability up to £5 million
• Both CLL and EPL modular covers have flexible options to increase the separate AOC limit of Liability up to £5 million (subject to Underwriter review) or the maximum limit provided for under Directors & Officers Liability - whichever is the lower

• Employee Crime cover up to £100,000 Aggregate limit

D&O insurance is set to cover a wide variety of claims brought against an organisation for the actions of its directors, officers and trustees.

RSA’s D&O cover will indemnify policyholders for liability arising out of Wrongful Acts committed in their capacity as a director, officer or trustee of the organisation.

• The Corporate Liability cover will indemnify the organisation (the Insured) against all the losses that can arise out of defined exposures such as employment matters, contractual liability defence costs or emergency costs
• Emergency costs and expenses

Provides protection against the financial impact of employment-related legal actions. The policy is designed to protect the Organisation and its Directors, Officers and/or Trustees and Employees against Employment Wrongful Acts (including unfair dismissal, redundancy, harassment and discrimination claims, but extends to most employment-related actions).

This term covers a whole host of actions, including actual or alleged errors or omissions, neglect or breach of duty, or misleading statements by the board of directors or trustees.

• Private limited companies with a turnover less than £100 million
• Domiciled in the UK
• Companies that have <25% of their assets in the USA
• Companies that have >50% of their assets based in the UK
• ‘Not for profit’ sector, including residential associations, charities and clubs
• Financially stable companies with a positive net worth
• Entities with strong employment practices

• Sole Traders, Partnerships and PLCs
• Non-UK domiciled risks (overseas entities, offices, subsidiaries)
• Industries in the following sectors:

i). Financial sector

ii). Legal sector

iii). Professional sports clubs

iv). Biotech sector

v). Any risk involved in the fossil fuel industry

vi). New start-ups are not suitable for our e-trade platform – any such enquiries would need to be directed to our regional offline teams

Yes – RSA automatically offers an additional Discovery Period under the Policy Terms and Conditions. The Policy will continue to run until the expiry date. After the expiry date, the policy provides the right to purchase run-off cover for a fixed 6-year period for some risks. We can consider offering run-off cover for a fixed 1, 3, or 6-year policy period, subject to Underwriter review for risks that do not fit this criteria.

Run-off cover allows for any Wrongful Acts that took place prior to the expiry date of the original policy

Typically, with requests for run-off, we would need to understand the following:

• Please advise the reason for the request for run-off terms
• Has the Insured been bought, taken over or gone into liquidation?
• Has a transaction as outlined in Policy Condition Q occurred?
• If yes, what type of transaction has occurred and when did it occur?
• Will the Insured have any debts left outstanding which will not be resolved as part of this transaction? If yes, please provide full details

Please note: a run-off policy is non-renewable, so it is important that the 1, 3, or 6-year options are considered carefully. RSA cannot offer renewal or extended periods once the run-off contract is purchased.

The primary consideration is whether more than 50% of shares have been sold. If so, the current Insured will need to consider run-off. The new owners would therefore need to consider a separate policy.

As with the above, the policy will continue to run until the policy expiry. From here RSA would need to understand:

• What % of shares have been sold?
• Are the existing directors involved in the new company set-up, or are there any outside investors coming into the business?
• Will the business be changing its name?
• If a new company has been set up this should seek cover from incorporation date

Depending on the nature of the query, the below points would need to be considered:

• Have shareholdings changed? And has this, therefore, triggered the Acquisitions Clause in the policy wording?
• Has the business undergone a change of owners? And again, has this triggering Acquisitions Clause in the policy wording?
• Is it an MBO – which may or may not trigger a change in majority ownership?
• Has the business been bought or merged with another entity?
• Is the change of name due to a new strategic direction for the Insured?
• Is this an internal re-shuffle of shareholdings?
• Have the current owners opted to change company structure? For example, to form an Employee Ownership Trust?
• Is it a simple change of name with no changes to ownership, shareholding or directors?
• When did the change take place/expected to take place?

This would need to be referred to one of our regional underwriting teams and written offline. It is likely that our underwriters would require sight of the business plan used to support the creation of the company.

If the companies are not related as per holding company/subsidiary relationship, then it is likely that the entities will require separate policies.

If, however, there are common directors across all of the companies, then RSA can consider covering under one policy.

Essentially, RSA would need to understand the relationship between the entities and why this has been requested.

The inclusion of any associated companies would require review via one of our underwriters.

• Policy Condition A in the Policy Wording outlines where/when RSA needs to be informed
• Effectively, cover will be provided automatically with respect to Wrongful Acts from the date of the acquisition

However, the following acquisitions would need to be disclosed and reviewed by our Underwriting team:

i). The acquisition increases the gross consolidated assets of the new parent by >50%.

ii). It is a financial institution (as defined within the Policy).

iii). The company has securities listed on any stock exchange.

iv). The company is situated outside of the UK & in a Country where the Insured does not already have a subsidiary.

v). The acquisition has increased the total number of employees by >50%.

• Yes – so long as the Insured company owns or controls more than 50% of the shares or voting rights
• The policyholder name need not reference all subsidiary companies on the Policy Schedule or documentation
• RSA’s Policy Wording contains an ‘automatic acquisition’ clause which provides cover to the Insured for any new subsidiary (provided it is in a country where the insured is already present and excludes the USA)
• The inclusion of associated companies however would require a review by one of our underwriters

Nothing. The Policy is fluid and allows for changes at boardroom level. RSA do not need to be advised. The policy covers past, present, and future directors.

If a transaction as outlined in Policy Condition Q in the Policy Wording has occurred, then the policy will automatically go into a form of run-off until renewal, whereby the policy will continue to pick up Wrongful Acts that took place prior to liquidation. It may be worth then considering further run-off cover from renewal.

From an EPL perspective, RSA would need to understand the following:

• If so, how many staff have been impacted?
• What advice has the Insured taken during the redundancy process?
• Have any of the impacted employees voiced any complaints as part of this process?

If a risk refers at renewal due to fluctuating income, RSA would need to understand the reasons for the fluctuations (particularly if income is decreasing). From here our Underwriting team will review.

• RSA’s Policy Wording provides worldwide jurisdiction. However, there are certain exceptions – including Pollution, Outside Entities, Insured versus Insured claims
• EPL cover is Worldwide, excluding North America
• See the Policy Wording for full details

If you or a colleague would like to register for RSA Online please provide the following details to intermediated.ebusiness@uk.rsagroup.com :

• Brokerage name and full postal address
• RSA Agency number (Agency No format AANNNN)
• User’s name
• Email address
• Email address of a colleague with current access to the account (if applicable)
• FCA Number

Visit this page if you require access to Claims Online or MID phase II.

If a transaction refers using RSA Online (new business, renewal or MTA), then an underwriter will conduct a review. From here RSA may require some additional information – so it’s important to provide clear and thorough responses, to ensure a seamless transactional journey.

If the RSA Online system or one of our underwriters have applied an endorsement, then this will form part of RSA’s minimum terms for the risk in question and we would not look to amend terms.

It should be noted that RSA’s rating platform is designed to include endorsements pertinent to the risk presented.

Yes – we are able to facilitate the premium payment on a monthly/direct debit basis using Premium Credit (subject to a credit charge). This option will be presented on the quotation screen.

You can find this under the ‘Our Products’ section on RSA Online.

We are able to consider backdating cover, but any such decision would be subject to a satisfactory No Claims Discount and Underwriter review.

42 days, and quotes are valid for 30 days from the point of issue.