D&O insurance

Directors and officers insurance in Nicosia: cover, costs, and how to choose a policy.

Protect directors, officers and senior managers against the financial consequences of claims arising from their business decisions.

We compare D&O cover from several insurers and help you choose an appropriate limit, retention and policy wording for your company.

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Directors can face claims personally, not only through the company. Directors and officers liability insurance, usually called D&O insurance, can cover eligible defence costs, settlements and other liabilities arising from allegations made against them in their insured role.

Cover remains subject to the policy's terms, exclusions, retention and limit of liability.

Why directors in Cyprus may need protection

A limited company does not remove every risk faced by its directors.

Sections 197 and 383, Companies Law Cap 113

A company generally cannot exempt or indemnify its officers in advance against liability for negligence, default, breach of duty, or breach of trust. A court may later grant discretionary relief if a director acted honestly and reasonably, but this is not guaranteed.

Directors may also face personal exposure under other legislation, including in connection with:

Breach of fiduciary duty
Fraudulent trading
Misleading statements or disclosures
Regulatory and compliance failures
Certain tax and VAT offences

Under section 48 of the Cyprus VAT Law, directors and managing officers may face criminal liability where the company commits a VAT offence and they participated in the relevant decision. The outcome will depend on the facts of the case.

What does D&O insurance cover?

A D&O policy can respond to claims alleging a wrongful act by a director, officer or other insured person while carrying out their duties. Exact cover varies between insurers, but a policy may include the following.

Management and fiduciary-duty claims

Defence against allegations of negligence, mismanagement, breach of duty or failure to act in the company's best interests.

Misstatements and reporting errors

Claims involving alleged misleading statements, omissions or errors in company reports, financial information or other disclosures.

Shareholder and creditor claims

Protection against eligible claims brought by shareholders, investors, creditors or insolvency office-holders.

Regulatory investigations

Some policies cover specified legal and professional costs arising from formal regulatory investigations or proceedings.

Employment-related allegations

Certain policies or extensions may cover claims made personally against directors in connection with employment decisions.

Defence costs

Eligible lawyers' fees, expert costs and other defence expenses may be covered, including where an allegation is ultimately dismissed. Defence costs often form part of the overall policy limit, so they can reduce the amount remaining for a settlement or judgment.

What is normally excluded?

D&O insurance is designed to cover allegations and unintended wrongful acts. It is not intended to protect deliberate misconduct. Common exclusions may include:

Deliberate fraud or dishonesty established by a final decision
Intentional breaches of law
Illegal personal profit or remuneration
Claims or circumstances known before the policy began
Bodily injury and property damage
Professional services covered by professional indemnity insurance
Taxes, fines or penalties that cannot legally be insured
Claims falling outside the policy's territorial or jurisdictional scope

Some policies advance defence costs while allegations of fraud or dishonesty are being investigated. Those costs may become excluded or recoverable once deliberate misconduct is admitted or established. Always check the precise conduct-exclusion wording.

How much D&O cover does your company need?

There is no standard limit suitable for every business. When selecting a limit of liability, consider:

The size and financial position of the company
The potential cost of defending a claim
The number and type of shareholders
The company's creditors and borrowing arrangements
Regulatory exposure
Overseas operations
Fundraising, mergers or acquisitions
The risk of insolvency-related claims

We can obtain quotations at different limits and retentions, allowing you to compare the additional protection against the additional premium.

What affects the cost of D&O insurance?

D&O premiums are individually underwritten. Two companies with similar turnover may receive different terms because their activities, finances and management exposures differ. Insurers commonly consider:

Industry and activities

Companies operating in regulated or higher-risk sectors may require broader cover and more detailed underwriting.

Turnover, assets and financial condition

Insurers may review revenue, assets, debt, profitability and the company's latest financial statements.

Ownership and corporate structure

The number of subsidiaries, ownership arrangements and whether the company is privately held or publicly listed can affect the risk.

Countries of operation

Companies trading internationally, particularly in jurisdictions associated with higher litigation costs, may pay more.

Previous claims

Insurers will ask about previous claims, threatened proceedings and circumstances that could reasonably lead to a claim.

Corporate changes

Acquisitions, fundraising, restructuring, insolvency concerns and significant changes in management may affect the available terms.

Policy options

The selected limit, retention, extensions, territorial scope and discovery or run-off period all influence the premium.

Why arrange D&O cover through an insurance adviser?

D&O policies should not be compared on price alone. Definitions, exclusions and claims-reporting requirements can differ significantly between insurers. We help you compare:

Who qualifies as an insured person
The limit and retention
Defence-cost treatment
Regulatory-investigation cover
Conduct and personal-profit exclusions
Cover for subsidiaries
Territorial and jurisdictional limits
Discovery and run-off provisions
Claims support

Our aim is to help you understand what each quotation covers before you make a decision.

D&O insurance checklist

Before accepting a quotation:

Confirm which directors, officers and employees are insured
Check whether the company itself receives any entity cover
Compare the retention, sublimits and aggregate limit
Check the continuity or retroactive date
Review the deadline for reporting claims and circumstances
Disclose previous claims and known circumstances fully
Review the conduct, personal-profit and prior-matters exclusions
Confirm the territorial and jurisdictional scope
Check whether former directors remain protected
Consider discovery or run-off cover following a sale, retirement or non-renewal

Frequently asked questions

D&O insurance is not generally compulsory for Cyprus companies. It may, however, be required by an investor, lender, commercial contract or sector-specific arrangement.

Only to a limited extent. Cyprus law restricts the exemptions and indemnities a company can provide. Good governance and contractual indemnities can help, but they do not offer the same protection as a properly structured D&O policy.

Typical exclusions include deliberate fraud, dishonesty, intentional illegality, illegal personal profit, previously known matters and liabilities that cannot legally be insured. Exclusions differ between policies.

Many policies cover former directors for eligible acts or omissions that occurred while they were serving. The claim must still comply with the policy's claims-made, continuity and reporting provisions. Discovery or run-off cover may be needed when a director retires, the company is sold or the policy is not renewed.

There is no universal figure. The appropriate limit depends on the company's finances, activities, shareholders, creditors, regulatory exposure and likely defence costs. Obtaining quotations for several limits is often the clearest way to compare the cost of additional protection.

The company normally purchases the policy and pays the premium. Depending on its structure, the policy protects individual directors and reimburses the company for indemnification it is legally permitted to provide.

A policy may fund the defence of an allegation while it is unresolved. Deliberate fraud or dishonesty is normally excluded once established by the form of final decision specified in the policy.

As soon as the policy requires. D&O insurance is generally written on a claims-made basis, so late notification can affect cover. Notify the insurer or insurance adviser promptly if a claim, formal investigation or potentially claim-producing circumstance arises.

An adviser can obtain and compare available quotations and explain important differences in exclusions, defence-cost treatment, continuity and claims support. This is particularly useful for D&O insurance, where apparently similar quotations may provide materially different protection.

Protect the people responsible for your company

We compare D&O insurance options based on your company's activities, structure, financial position and management exposures. You will receive clear guidance on the available limits, important exclusions and the protection offered to current and former directors.

Get a free D&O insurance quote

This page provides general insurance information and is not legal advice. Cover is subject to the insurer's policy wording, schedule, endorsements, exclusions and applicable law.

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