Directors and Officers insurance (D&O) — UK 2026 guide
D&O insurance protects directors and officers personally against claims arising from their conduct in the management of the company. Under Companies Act 2006, directors owe six statutory duties — and breach exposes personal assets. D&O is the standard mechanism to protect directors from that exposure.
The Companies Act 2006 director duties
Directors owe six statutory duties to the company under sections 171-177 Companies Act 2006:
- Duty to act within powers. Section 171.
- Duty to promote the success of the company. Section 172.
- Duty to exercise independent judgement. Section 173.
- Duty to exercise reasonable care, skill and diligence. Section 174.
- Duty to avoid conflicts of interest. Section 175.
- Duty not to accept benefits from third parties / declare interests. Sections 176-177.
Breach of any of these duties creates civil liability. Damages come from personal assets unless D&O responds.
What D&O covers
- Defence costs for claims against directors, whether valid or not.
- Damages and settlements where director found liable.
- Investigation costs for regulator inquiries.
- Extradition costs in some wordings.
- Insured's post-departure claims via extended reporting periods.
Standard cover levels
- £1m limit: sole director / small firm.
- £2m limit: standard SME.
- £5m limit: mid-size firm.
- £10m+ limit: firms with material corporate exposure, non-exec directors, PLC status.
When management liability makes more sense than standalone D&O
For firms with employees and client-fund handling, standalone D&O misses employment-practices liability and crime exposure. Management liability bundles all three at typically 30-40% saving vs three standalone policies.
Rule of thumb: sole practitioners without employees may only need standalone D&O. Firms with 5+ employees typically benefit from management liability.
Frequently asked
Do all UK company directors need D&O?
What does D&O cost?
Does D&O cover fraud?
Can non-executive directors buy their own D&O?
What about run-off cover for retiring directors?
Related reading
- Management liability UK guide
- Directors duties Companies Act 2006
- Employers liability for professional firms
- PI adequacy standards by profession
D&O by topic
The mechanics that decide whether a policy responds. Pick the question you're facing:
- Side A, B and C cover explained
- Why private company directors need D&O
- Defence costs & investigations cover
- D&O and insolvency
- Run-off on sale or retirement
- Outside directorships
- Fair presentation & severability
- Management liability vs standalone D&O
- D&O when raising investment
- Health & safety prosecutions
- Academy trusts, schools & governors
- Clubs, associations & committees
