Anurag was appointed as Independent Director in a listed entity, which is in the list of top 1000 listed entities by market capitalization as on 31st March, 2022. Regulation 25(10) of SEBI (LODR) Regulations, 2015 provid

CS Professional · Resolution of Corporate Disputes, Non-Compliances & Remedies · PYQS · June 2023
Anurag was appointed as Independent Director in a listed entity, which is in the list of top 1000 listed entities by market capitalization as on 31st March, 2022. Regulation 25(10) of SEBI (LODR) Regulations, 2015 provides that with effect from 1st January, 2022, the top 1000 listed entities by market capitalization calculated as on March 31 of the preceding financial year, shall undertake Directors and Officers insurance (D&O Policy) for all their independent directors of such quantum and for such risks as may be determined by its Board of Directors. The company is planning to purchase D&O Policy for all its directors and key managerial personnel. Discuss : The coverage of the D&O Policy.

Answer & Explanation:

The Coverage of the D&O Policy Directors and Officers Liability Insurance (D&O) is an insurance coverage designed to protect individuals from personal losses if they are sued as a result of serving as a director or an officer of a business or other type of organization. It also covers the legal fees and other costs the organization may incur as a result of such a suit. The D&O cover applies to former, present, and future members of the board of directors or any employee performing a managerial role. D&O covers the directors and officers of a company, or the organization(s) itself, against the losses or for reimbursement of defense costs if a legal action is brought against them. Such coverage can also extend to criminal and regulatory investigations/trials defense costs. Civil and criminal actions are often brought against directors and officers simultaneously. D&O has become closely associated with broader management liability insurance and usually, the D&O policy covers the following: Management Liability Management indemnification Non-Profit Outside Directorship Liability Estates and legal representatives of incapacitated or deceased insured individuals covered Spousal Liability extension Cover for the creation or acquisition of new Subsidiary companies (effective from the date of acquisition or creation) Further, the D&O policy also offers the following coverages: It covers any loss or damage that the company may incur because of actions mistakenly taken in the individual capacity as directors and officers under the Memorandum and Articles of Association. It includes loss or damage arising from claims made against directors and officers for any wrongful act done in their official capacity. It covers legal expenditure incurred with the written consent of the insurance companies arising out of the prosecution of any director or officer at any investigation, enquiry or other proceedings by the authority empowered to do so. It covers expenses incurred by the company's shareholders in pursuance of a claim against a director/officer for which the insurance company is legally obliged to pay, as per the Court's direction. It provides indemnity to the legal heirs or legal representatives of the director/officer if the director or officer becomes insolvent.

Topics: SEBI LODR, Corporate Insurance

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