D&O: Indemnification and D&O Insurance – Side B Coverage

Indemnification and D&O

Side B coverage – indemnifiable loss

Side B coverage in a D&O insurance policy is all about indemnification. To clarify, its purpose is to financially protect the insured organization when it indemnifies its directors and officers for loss due to a claim. Indemnification is the action of indemnifying, of reimbursing or compensating, a party for loss suffered.

Read below and watch the video to learn how the indemnification process works with D&O insurance.

The indemnification process

Indemnification is about financial obligations; about reimbursing defence costs and damages.

The process goes like this:

  1. An allegation of wrongdoing occurs, and a board member is sued. The director goes to the organization and says:
    “I need to be indemnified for my defence costs and possibly for damages from the suit against me. Please pay as you said you would in my indemnification agreement.”
  2. The organization reimburses the director’s defence and damages costs, while filing a D&O insurance claim saying to the insurance company:
    “I have to indemnify my corporate director, please cover the costs as per the D&O policy.”
  3. The insurance company then reimburses the organization for the defence and damages costs that the organization just paid to the director (or directly to the legal counsel). Now the director has been indemnified and the organization is not out of pocket. In other words, the insurance protects the organization’s balance sheet.

Because the organization was able to indemnify the director, when the organization made the claim made to the insurance company, the Side B insuring agreement on the organization’s D&O policy was triggered.  The insurance proceeds were paid out under the Side B provisions of the D&O policy and the organization’s balance sheet was restored. 

Read about what happens when an organization is unable to indemnify its directors or officers: Side A coverage – unindemnifiable loss.

Sign up for a course
Directors and Officers Liability Insurance
2 Hours

Directors & Officers Liability Insurance 101

Take the course! Learn the fundamentals of D&O liability, indemnification, policy structure, claims and more.
Not for profit directors and officers liability insurance course
2 Hours

Not-for-profit Directors and Officers Liability Insurance

Take the course! A valuable resource for every director and officer of a not-for-profit organization and those who support and guide them.