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Directors & Officers Insurance

In today's generation, businesses and organizations are growing more than ever! Naturally, new businesses mean more services and support. Still, those running the business, non-profit or charity also need some protection. Directors and Officers Insurance may be the right choice for you. It protects the directors and officers of a company against legal costs that result from wrongful acts.


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Intro:
Directors and Officers Insurance may be the right choice for you. It protects the directors and officers of a company against legal costs that result from wrongful acts. D&O policies also cover indemnification (paying for the defence of the company), in addition to reimbursement of legal fees paid by the insured. Get a free D&O quote today.

How Corporations Differ From Sole Proprietorships?

In a corporation, the business is usually owned by one person, known as the "corporation's" sole proprietor. A corporation is a legal entity that can hold assets, such as cash, inventory, equipment, buildings, real estate, and even employees. But while a corporation is a separate legal entity from its owners, it can't act independently.

If you're the sole proprietor of a business, you're also the CEO and owner. This means you're in charge of every aspect of the company's growth. While this can be a great position, it can also be a bit overwhelming. The best thing to help yourself manage your business is to hire someone to handle the day-to-day administrative details and tasks. By outsourcing these tasks, you can focus on what's most important for the growth of your business: building and growing a business that generates the revenue needed to support you and your family.

Corporate Culture vs. Family Culture

When you run a family business or plan to start one, you must understand the culture you intend to run. You should take the steps necessary to ensure that the right people are hired to run the company. This is because it is typical for the leadership team of a business to be the founders and the owners of the business, as it should be. However, the leadership team of a business can also be a group of friends or relatives that have no understanding of what the business is about. In such cases, they may hire managers who do not care about the family or are too loyal to their other jobs.

Corporate Culture: A Summary

Corporate culture is the set of shared values and beliefs that define the character and identity of an organization. Those values are what makes a company different from all other companies. And those beliefs are what make a company special. The difference is, of course, in the details. What specific values does your company hold dear? What particular beliefs does your company embrace?

Benefits of Working with Corporate Organizations

When working with corporate organizations, be prepared to offer your expertise, connections, and network. All of this adds to the bottom line for the company. The biggest mistake solo consultants make when working with corporately owned organizations is taking on too much at once. Don't bite off more than you can chew. Start by asking if there's anything you can do to help the organization achieve its goals. If there is, great! If there isn't, simply wish them luck and move on to the next project.

Corporate Culture: What It Is

Corporate culture is very familiar to all people who work there. It's the way of doing business there and the shared values. It is a company's unique way of behaving and how its employees think and behave. The set of attitudes, values, and beliefs led by the board chairman and that a company holds.

The Nature of Leadership

There are five different types of leadership styles you will find in most corporations and the board chairman: The first is the "command" style, which is typical of a dictator or someone who is used to being in control. This type of leader often holds all the cards and makes all the crucial decisions. The second type is the "guide" style leader, who is like a good teacher, someone who leads by example and provides direction. The third type of leader is the "connector," who can bring people together and get things done. A great connector can be extremely valuable in a business setting. The fourth type of leader is the "contrarian," who questions the status quo and challenges the way things are usually done. Finally, the "coach" style leader helps others grow and develop by providing encouragement and moral support. These styles work in a business setting, and each has its place. But, no matter what kind of leadership style you need in your business or organization, it is the "connector" style that is the most effective. This leadership style can help you leverage people with different skill sets and experiences to achieve results. These results would not be possible if you were limited to working only within your own knowledge or the expertise of a small group of people.

What is a Board in a corporation?

Boards in corporations are essential. They are groups of people who make decisions on behalf of the corporation. A good board should include representatives from each functional area of the business. In addition, an effective board should represent the various stakeholders in the business. Stakeholders are defined as all who have a financial interest in the outcome of a project. In other words, every stakeholder should have a voice on the board. In this way, the corporation is made up of the representatives of all its various stakeholders.

Function:

  • Make decisions
  • Establish policy
  • Help you manage your money and assets
  • Protect you from outside risks
  • Provide support

What Boards Do:

  1. Set up a structure
  2. Establish goals
  3. Set up standards of behaviour
  4. Assign tasks
  5. Identify issues
  6. Provide oversight
  7. Make decisions
  8. Ensure compliance
  9. Protect your personal assets
  10. Maintain continuity
What are Directors and officers in a corporation?

Directors and Officers (DOs) are basically the people who run a company. They include the CEO, CFO, and other senior executives who are not owners. When you invest in a company, your investment is made up of stock. Each share of stock is represented by one vote. The more shares you purchase, the more votes you have. Suppose you are a shareholder and don't like what the company is doing. In that case, the first thing you need to do is make sure the people making the decisions are "aligned" with your goals. That means you should make an effort to elect new directors who will be more likely to do what you want.

Suppose you're in direct marketing or have done any kind of thinking about increasing the effectiveness of your marketing efforts. In that case, you already know what a director or officer (D.O.) is in a corporation. If you don't, a D.O. is the person who makes decisions on behalf of the corporation. Usually, when a D.O. makes a decision, it is the corporation's most important decision. Sometimes, a board of directors will have a D.O. and not one or more other directors. Other times, there will be multiple D.Os associated with the corporation. Usually, the CEO is the most powerful D.O. of a corporation. However, there may be others. For example, a CFO may have equal or greater power than the CEO. Likewise, there may be someone else who is the secretary and has even more power than the CFO. Know who the key players are in your organization and their titles.

What is the function of a board chairman in a corporate?

A board chair is a representative of the board of directors (BOD) and is usually a member of the BOD or the board's president. The BOD, which is the corporation's governing body, is composed of the CEO of the corporation, the president of the company, and one or two other members elected by the corporation's shareholders. The BOD's role is to provide oversight of the company's operations, set goals and policies, and evaluate and approve any decisions made by the CEO.

 

Corporate boards are essentially executive teams that make decisions on behalf of the company and advise on strategic direction. These bodies are composed of people who share a common set of beliefs, who have the authority to execute the course of an organization, and whose purpose is to drive positive outcomes for shareholders. The board of directors consists of the chairperson, vice-chairperson, secretary and treasurer. The director is elected by a majority vote of all shareholders, who approve the director at the annual meeting.

How to Choose a Board of Directors?

a) Make sure you choose your board carefully b) Seek board diversity c) Ensure they are open to change d) Ensure they are educated

Look for people who have a track record of success. This could be measured by how much money they've made in the past, high-profile clients they have, or patents they hold. However, it is also possible to measure this success in other ways. This includes the number of people who have an extraordinarily positive experience due to what they have learned from these "professionals."

Look for a combination of successes. For example, someone who has a lot of money and many successful clients will not be as effective a board member for your company as someone who has only money but no clients at all. And vice versa. So look for people with some balance in their lives.

Beware of yes men and women. These are people who will agree with whatever you say, regardless of whether it makes sense or is true. A great way to identify one is to ask if they would ever do something differently, even if it meant losing the money they are seeking. The answer to that question should give you a clue as to whether they are truly listening to what you are saying or simply agreeing with whatever you are saying.

Look for people who have a life. A warning sign is someone who is constantly chained to their desk or has no interest in anything other than your business. It is possible to be an effective board member and still live a hectic life. But don't confuse busy with effective. Busy people often make lots of noise but rarely change the direction of a company for the better.

Look for a "geographical" as well as a "functional" balance. Someone who lives near you is obviously easier to get to. Still, someone with a functional balance makes a more considerable difference. If someone lives far away but has a lot of experience and wisdom, that is important.

What may result in a board of directors and their officers being sued?

As a chair board, director or officer of a corporation, you should be aware of certain things you may do that can lead to your being sued. For example, suppose you authorize a corporation to enter into a contract without consideration. In that case, you could be personally liable for the performance of that contract. Suppose you authorize the payment of money to a vendor without receiving any goods or services in return. In that case, you could be personally liable for the total amount of that payment. If you authorize a payment to a vendor who has not fulfilled an obligation to provide goods or services on time, you could be personally liable for the late performance of those obligations. However, it may sometimes involve the entire board being named in the court event you are not doing it. Without protection, every member on the board may need to pay their own legal defence cost. This may cause a financial burden, especially those board members that are voluntary serving in non-profit.

How would the corporation or non-profit protect their board from being sued? 

There is coverage available for those who have a business with board of directors. The policy will cover all officers and directors if the entire board or the chairman gets sued. However, the reasoning and how they get sued matter because it will determine your compensation. Different coverages are offered to officers and directors, such as side A, side B, and side C, all of which have other purposes. As a business owner, you are responsible for researching these different coverages thoroughly and making a decision after evaluating your options. The type of D&O policy you invest in will depend on your specific business's values and priorities. As such, you need to decide on the type policy with wordings that best suits your needs.

Side A: When a company is being claimed for accidents that an officer or director has caused, the company may refuse or cannot compensate for the damage done. With that information, Side A may cover that. This may occur when a company is declaring bankruptcy. If that happens, their entity is insured, but their personal assets are at risk. For example, suppose a director decides to cut down security costs and simplify the security system embedded in a building. In that case, the director can be found liable for claims. Even though the policy would cover such accidents, you should avoid trouble.

Side B: Directors and officers will often experience financial losses when the company grants indemnification (cover the losses or harm). Side B is a policy that will reimburse the cost appropriately/fairly. In this coverage, the company is insured while the corporate assets are at risk. This is more of a financial loss coverage. That means the company experiences loss regarding money, the insurance may cover the situation.

Side C: Entity coverage will protect its entity or its officers and directors. The company is then covered, but its company assets are at risk. For example, suppose one director or officer made the wrong decision, and a customer or client sued the whole company. In that case, the insurance will protect those who were not involved. It protects the title of the officers and directors. Ultimately this depends on the situation/case. The insurance company will not cover any criminal offences or anything crime-related. That means if the client is suing you because an officer's negligence led to death, the insurance will most likely avoid those situations.

To sum this up, D&O insurance will cover legal fees, settlements, financial losses and situations when you are held liable. This may also apply to common allegations such as negligence, failure to comply, and reporting errors. There are many more aspects to consider, but you should contact your insurance advisor to have a clear understanding of what they have. The type of D&O insurance you invest in will also depend on your budget, how much you are willing to spend and what you are trying to protect. These coverages will also differ on your company revenue and size. Typically, smaller businesses may not need this type of coverage. A larger company may consider this a positive asset to their business. For a developed and strong business, you should consider D&O insurance!

Other important insurance for corporate or non-profit

 

Professional liability

Professional liability is a common type of insurance that businesses apply for because it protects you and your practice for providing services. Therapists, doctors and even estheticians will most likely have this insurance because it protects you from any accidents or negligence you may cause during a session. For example, if your therapist followed all the procedures but a device malfunction occurs, harming you and forcing you to seek emergency treatment, you can sue them. Looking at business perspectives, having a claim or a lawsuit harms it. If a patient sues the insurance, it can help you avoid those claims if the situation is an accident. Insurance will not cover any criminal offences because insurance is also law, meaning it will not cover you for any crimes you may have committed, especially death.

Commercial general liability

Commercial general liability can help you with accidents on the property where the business is held. For example, suppose you have a clinic, and the accident had nothing to do with the staff, such as falls, falling boxes, etc. In that case, the insurance may cover that accident. However, insurance will not cover any criminal offences. 

Commercial Auto insurance

Commercial vehicles are prevalent because they're company cars that help deliver, pick up and even transfer goods. This insurance is made for services like taxis, warehousing, or even guide tour vehicles. In situations like those, they're made so your personal insurance will not be affected heavily or at all. For example, let's say you got into an accident with your company vehicle. Whether you are at fault for hitting the other car, the insurance will not affect your personal auto insurance. 

  

In conclusion

Directors and Officers Insurance (D&O) protects against legal costs that result from wrongful acts of directors and officers of a corporation. D&O policies also cover indemnification (paying for the defence of the company), in addition to reimbursement of legal fees paid by the insured. D&O policies typically include the following coverage areas:

  • Director & Officer Liability,
  • Stockholder Claims,
  • General Liability,
  • Product Liability,
  • Intentional Acts,
  • Employment Practices,
  • Environmental Damage and
  • Cyber Liability.

Always do a careful and thorough check on the type of insurance you want to get for your business. As a business owner, you must protect the financial stability of your business at all costs. Thus, the best way to prevent lawsuits and claims from getting filed against you, you should invest in insurance. Being the board chairman does not provide them from being liable to any lawsuits. In fact, it's the opposite. It is never too late to expand your knowledge about insurance.

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