NED · PI & D&O overlap

PI insurance for UK non-executive directors — the specialist broker's guide

Reviewed by Matthew Bartlett, Director, Apex Insurance Brokers Limited · Published 14 July 2026

Non-executive directors sit at the intersection of PI and D&O. Their advisory role attracts professional-negligence claims (PI territory); their statutory director role attracts personal liability under the Companies Act 2006 and other statutes (D&O territory). This page explains how the two covers interact and what a UK NED actually needs.

The two protections a NED needs

D&O (Directors' and Officers' liability) insurance. Covers statutory director duties, corporate governance decisions, personal liability under the Companies Act 2006 and other statutes. Typically held by the company for all its directors.
Professional indemnity (PI) insurance. Covers professional advisory work — where the NED gives specific professional advice (financial, legal, sector expertise) that a claimant relies on.

Some NEDs need both. Some need only D&O. A portfolio NED serving multiple boards has more complex exposure than a single-board NED.

When PI is needed vs D&O only

Pure oversight NED. Attends board meetings, votes on decisions, doesn't give specific professional advice. D&O typically adequate.
NED with specific expertise engagement. Sector-specialist NED giving direct professional advice on their specialism (financial services NED advising on FCA compliance, engineering NED on technical decisions). PI relevant.
Portfolio NED. Serving multiple boards, sometimes with different exposure profiles. Personal PI cover often prudent alongside individual-board D&O.
NED providing services outside board role. Where the NED works with the company outside the board (consulting engagements, transition advisory), PI covers the additional service.

Personal exposure under the Companies Act 2006

Sections 171-177. Statutory director duties — act within powers, promote success, exercise independent judgment, reasonable care, avoid conflicts.
Section 260. Derivative claims — shareholders can pursue directors for breach of duty.
Section 993. Fraudulent trading — personal criminal and civil exposure.
Section 1157. Court discretion to relieve directors for honest and reasonable conduct.
Insolvency Act. Personal liability for wrongful trading, misfeasance.

D&O typically responds to civil claims arising from breach of these duties. PI does not respond to statutory director duty breaches unless the NED was also giving professional advice.

Company-provided D&O vs personal cover

Company D&O. Company buys cover for all its directors. Reasonable in most cases but has limitations.
Limitations. Company D&O only responds while the company is solvent to pay premium and manage claims. Insolvent-company scenarios — where NEDs are most exposed to personal claims — are exactly where company D&O may fail.
Side A cover. Specific D&O structure protecting directors personally when the company cannot indemnify or the company D&O has failed. Prudent for high-risk directorships.
Personal D&O. Individual director carries own cover independent of any specific company. Common for portfolio NEDs.

Portfolio NED considerations

Multiple board memberships create aggregation-style exposure — a single decision or a related pattern across boards may generate multiple parallel claims.
Different companies' D&O may have gaps, exclusions or inconsistencies.
Personal PI cover for portfolio NED activity provides continuity across the portfolio.
Some NEDs incorporate a personal service company; that entity carries its own cover.
Prior director conduct — even from ceased directorships — can trigger future claims. Retro-date and run-off matter.

What to check at each new NED appointment

Company's D&O policy — certificate, limit, structure, exclusions.
Deed of indemnity from the company under Companies Act 2006 section 234.
Whether the D&O includes former directors (essential for run-off protection).
Company's solvency and D&O funding capacity.
Whether personal Side A or personal PI cover is prudent given the specific engagement.

Frequently asked

Do I need PI insurance as a UK non-executive director?

Not always. Pure oversight NEDs typically need only D&O (usually company-provided). NEDs who give specific professional advice, portfolio NEDs, and NEDs providing services beyond board attendance often benefit from PI cover in addition to D&O.

Isn't D&O enough for a UK NED?

For most NED roles, yes — but with caveats. D&O has limitations in insolvency scenarios where the company cannot fund defence. Portfolio NEDs face aggregation across boards. Side A D&O and/or personal PI provides continuity of protection.

What is Side A D&O cover?

D&O cover that responds specifically to individual director personal liability when the company cannot indemnify (typically insolvency) or when the company's own D&O has failed to respond. Prudent for high-risk directorships and portfolio NEDs.

How much D&O cover does a NED need?

Depends on the company. Small private companies often at £1m-£5m. Listed companies frequently £25m-£100m+. Sector-regulated companies at the higher end. NED should confirm the company D&O limit is adequate to plausible personal exposure.

Can I be personally liable as a NED even with D&O?

Yes in specific circumstances. Companies Act 2006 statutory director duties, fraudulent trading, wrongful trading under Insolvency Act, and criminal offences all carry personal exposure. D&O covers civil defence and settlement but not criminal fines and typically excludes conduct amounting to fraud.

What is a deed of indemnity from the company?

A contractual undertaking from the company to indemnify the director for liabilities incurred as a director, subject to statutory limits (Companies Act 2006 section 234). Combined with D&O, provides layered protection. Standard for NEDs at appointment.

How does retirement or resignation affect my NED cover?

Ex-directors typically remain covered under company D&O for acts done during their directorship, provided the company maintains cover. If the company ceases or reduces cover, prior directors' protection is at risk — run-off provisions matter.

What if I sit on multiple boards with different D&O policies?

Portfolio NEDs face multiple layers of overlapping and potentially inconsistent cover. Personal PI cover for advisory activity across the portfolio provides continuity. Discuss with specialist broker — multi-board NEDs benefit from bespoke structuring.

What might your PI premium look like?

A guideline range built from the premiums insurers have actually quoted on risks we handle. Pick your profession and enter a few details — it updates instantly.

Profession

Annual fee income — gross, last 12 months

Limit of indemnity

Any claims history?

Any higher-risk work? — e.g. large or overseas projects

Guideline range — this is not a quote

Choose your profession and enter your fee income to see a guideline range.

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How these figures are produced

This guide is built from Apex's own market data: the premiums insurers have actually quoted and charged on professional indemnity risks we have handled. Each night that data is aggregated into anonymised rate bands by profession, fee income and limit of indemnity. No client information is published — a band only appears where it contains at least five separate records, and unusually high premiums are excluded so a single atypical risk cannot distort the guide.

The range shown spans the typical spread of recent market outcomes for similar risks. Individual quotes can fall outside it in either direction. Figures exclude insurance premium tax at 12%.

This calculator is not a quote and is not an offer of insurance or advice. Your actual premium depends on full underwriting of your business, including your activities, claims record and insurer appetite at the time.