Directors & Officers Liability Insurance 101

Understand the risks associated with being an officer or director and how D&O liability insurance can assist. 

This course is for everyone who holds a director or officer role, for those tasked with buying the insurance, and for those who need to be able to explain and discuss D&O liability and insurance with others, such as insurance and legal professionals.


What You Will Learn

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What & Why?

The legal duties of directors and officers, and how these duties can create personal exposure.
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What protections are available for directors and officers in a comprehensive indemnity and insurance program.
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Policy Analysis

Key policy provisions such as policy structure, available coverages, retention, and limits strategies, and claim reporting obligations.
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Buying Insurance

How to buy the D&O insurance policy that is right for your corporation.

Learning Objectives

Upon completing this course, you’ll be equipped to:

  1. Determine which laws and regulations govern your organization, its directors and officers;
  2. Explain how and when D&O insurance pays out;
  3. Evaluate the coverage offered by your D&O policy and the options available;
  4. Describe what to do and expect in case of a claim;
  5. Upgrade your organization’s governance to minimize the chance of a claim.

Course Curriculum

  • Welcome message
  • Course objectives
  • Downloadable material
  • Chapter objectives
  • The roles of directors and officers
  • Laws for directors and officers
  • Duty to manage
  • Fiduciary duty
  • Duty of care
  • Quiz #1
  • Chapter objectives
  • What is directors & officers liability insurance?
  • Indemnification
  • The indemnification process
  • Managing an indemnity and insurance program
  • Quiz #2
  • Chapter objectives
  • The structure of a D&O policy
  • Non-indemnifiable loss (also known as Side A)
  • Indemnifiable Loss (also known as Side B)
  • Entity Coverage (also known as Side C)
  • Public company vs. Private company coverage
  • Who’s covered?
  • What’s covered?
  • What’s not covered?
  • Policy extensions
  • Quiz #3
  • Chapter objectives
  • The third party in D&O insurance claims
  • What constitutes a claim under a D&O policy?
  • What is a wrongful act under a D&O policy?
  • Who can bring a claim against an organization?
  • Causes of claims
  • What is a loss under a D&O policy?
  • Understanding policy reporting requirements
  • Claims-made and reported policies
  • Claims-made policies
  • Reporting a D&O claim to an insurer
  • Potential claim notification
  • Extended reporting period
  • How D&O claims are handled
  • D&O claims: duty to defend
  • Flow of funds – reimbursement or pay on behalf of
  • Activity: What to expect from the claims process
  • Quiz #4
  • Chapter objectives
  • A look at the risk of claims
  • Understanding governance
  • Reducing risk through good governance
  • Guidelines for directors and officers
  • Guidelines for the board
  • Quiz #5
  • Chapter objectives
  • Reasons for buying D&O insurance
  • What to buy? (standalone vs. package policies)
  • How much coverage is required
  • Retention or deductible
  • How is premium determined
  • The application process
  • Understanding your D&O application
  • What to expect from a broker
  • Selecting an insurance company
  • Quiz #6
  • Wrap-up
  • Course survey
  • D&O Liability Insurance 101 Final Assessment

About ITC courses

ITC takes pride in delivering high quality, unbiased courses on professional and management liability insurance and related topics. Designed specifically for online delivery, our courses are interactive, include activities and quizzes, use practical illustrations and real-life case studies and deliver knowledge in bite-sized portions so even just 5 minutes is  learning time well spent.

How we build courses

ITC courses are the product of a collaborative approach. We work closely with subject matter experts to build out course content, the ITC design team brings that content to life, and no course is published before undergoing an intense review by an industry panel. Our process also includes post-publication reviews and updates because ITC is committed to delivering quality courses that remain accurate, relevant and up-to-date, long after they are first published. 


Chief Operating Officer, Energy Company

ITC’s D&O and EPLI courses helped me understand the insurance proposals we receive AND to explain to my executive team and board members the risks we can (and cannot) manage through insurance.

David Marsh, Partner, Broker

Most insurance courses are either pitched at people learning about the subject for the first time or jump straight into advanced topics. The ITC courses do a great job for all learners and I particularly liked the online format since you can either spend time starting from the beginning or quickly move on to the areas of most interest to you. The course material also went beyond insurance policy language – addressing risk management, claims processes, what buyers should consider, and more.

Broker, Australia

ITC effectively tackles complex subject matters in a very creative manner. I would highly recommend to anyone looking to broaden their understanding.

Broker, Canada

Great way to enjoy an evolving subject matter. Thank you ITC, enjoyed that!

Senior D&O Underwriter, Canada

I am impressed with the programs ITC has put together for a myriad of reasons. They simultaneously offer a high level of sophistication while also being accessible to a variety of learners. As a broker who worked with clients of varying sizes in all industries, I would find these courses impactful for the new learner within this space focusing on their own business as well as a client who has been introduced to D&O insurance before or a current buyer. Also would recommend to broker’s wanting a holistic understanding of the product’s functionality and how to articulate it to clients.  Further, as a D&O Underwriter, I found this refreshing and would highly recommend it to new underwriters or underwriters who provide coaching, mentoring, and training. The product is immensely versatile and engaging for its wide variety of appropriate users.  I will most certainly be referring others to participate in these affordable and valuable courses.

Manager, SVP, Canada

I’ve been in the insurance industry for over 20 years and this is by far the best educational material I have seen! Great for new and established professionals!


With ITC, you can take any course at any time. For the best learning experience, a prerequisite may be recommended in the course description.

At ITC, we want to hear from you! Our courses are specifically developed to provide relevant and up-to-date training on insurance topics. If there is something you’d like to learn or explore and we don’t have the course, please reach out!

We take pride in providing up-to-date relevant courses! ITC is committed to reviewing all course content at least once a year and making any necessary updates or additions to course materials.

We provide a digital certificate of completion for all successfully completed courses.

Check the CE / CPD page on our website to find out which courses qualify for credit in your jurisdiction then register for your chosen course. Once you’ve successfully completed the entire course, including all the quizzes, you will be prompted to register for your digital certificate of completion.

If your jurisdiction is not list on our website, ITC courses may still qualify for CE or CPD credit but it will be your responsibility as a student to verify this with your regulator.

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When you purchase a single course you will receive lifetime access to the course from any device. This includes any future updates to course materials.

We offer a risk-free 30-day money-back guarantee on all our courses. If you are not happy with your ITC course purchase you have up to 30 days from your original date of purchase to contact ITC at [email protected] to request a full refund. All we ask is that you provide us with the reason for your refund request. It is feedback from clients like you that helps us to improve our courses.

When you sign up for an ITC subscription, you’ll immediately have unlimited access to the entire course library and you can cancel at any time. But why would you want to? Having ongoing access to course materials means you can refer back anytime you like, brush up on important concepts, or even retake those sections that you keep forgetting (of course, we’re not saying that you’re forgetful). Plus, the longer you subscribe, the more courses and resources you’ll get because we are continually investing in adding new courses and updating existing ones.

With both subscription options you get immediate access to the entire course library as well as access to all additions and updates for as long as you continue to subscribe. For best value we recommend the annual subscription.

You can cancel your subscription at any time by contacting ITC at [email protected]. Your subscription will auto-renew until then. Before you decide to cancel just remember that we’ve got new courses in the pipeline that may be of interest to you. If you want to know what new courses we’re working on you can email us at [email protected] and ask.

Our risk-free 30-day money-back guarantee also applies to our subscription services. If you’ve purchases a monthly or annual subscription you have 30 days from your original date of purchase to contact ITC at [email protected] to request a full refund. All we ask is that you provide us with the reason for your refund request.

Please note, when a subscription is refunded, your account with ITC will be closed. Completion certificate(s) for any courses you may have already completed during your subscription will no longer be accessible. And we will be sad to see you go.

We ask for an explanation because we value your input and it is feedback from clients like you that helps us improve our courses.

If you request a refund, your account will no longer be valid and your certificate of completion will not be accessible.

Yes, ITC can also provide courses through bespoke corporate programs. To find our more please contact us directly at [email protected].

Directors & Officers Liability Insurance 101

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