Introduction

Directors & Officers (D&O) liability is a core financial-lines placement for Canadian organizations ranging from startups to public issuers, nonprofits, and professional firms. This page outlines the landscape of representative D&O markets and facilities, clarifies Side‑A and POSI, and summarizes practical placement considerations and underwriting data needs. For product fundamentals, see Summit’s overview of Directors & Officers (D&O) Insurance.

Key definitions used in this page

D&O “Sides” at a glance
Side‑A: protects individual directors and officers when the entity cannot indemnify them (e.g., insolvency or legal prohibition).
Side‑B: reimburses the entity for indemnifying directors and officers.
Side‑C: entity coverage; for publicly traded entities it typically applies to securities claims.
Side‑A DIC (Difference‑in‑Conditions): a specialized Side‑A layer designed to “drop down” if underlying coverage is rescinded or fails to respond, and to broaden protection for non‑indemnifiable loss.
POSI (Public Offering of Securities Insurance): a dedicated policy for securities offerings (e.g., IPO or follow‑on). It is usually purchased for a defined transaction, addresses offering‑document liability, and commonly includes extended reporting.

Representative D&O markets in Canada

The following insurers are representative of the Canadian D&O market. Appetite, limits, forms, and pricing are subject to change; availability depends on the account’s characteristics and underwriting.

Market (Canada)	Typical scope in D&O	Notable options often seen	Placement notes
Chubb	Public, private, and nonprofit D&O; financial institutions via specialty units	Stand‑alone Side‑A; Side‑A DIC; EPL and Fiduciary complements	Broad local underwriting with global capabilities
AIG	Broad commercial and financial institutions appetite across public/private/NPO	Side‑A and Side‑A DIC; crime/EPL packaging	Deep claims and multinational program experience
Zurich	Mid‑market to large accounts; public and private	Side‑A options; multinational servicing	Useful where controlled‑master/global needs exist
Travelers Canada	Private and nonprofit; selected public risks	D&O packaged with crime/EPL; management liability suites	Efficient solutioning for mid‑market placements
Liberty Specialty Markets	Mid‑market to complex public/private	Side‑A and Side‑A DIC layers	Capacity provider in excess towers
CNA Canada	Private companies, professional firms, healthcare, selected public	D&O with EPL/Fiduciary/Crime options	Often strong fit for professional services
Berkshire Hathaway Specialty Insurance (BHSI)	Broad commercial appetite including complex risks	Side‑A and excess solutions	Service‑oriented approach on larger towers
Trisura	Specialty insurer active with private/NPO D&O and facilities	Package management liability solutions	Agile options for smaller to mid‑market accounts

Notes

The list is illustrative, not exhaustive. Market participation varies with industry class, financial strength, and claims profile.
Facilities administered by specialty underwriters can streamline placements for smaller private and nonprofit entities; bespoke towers remain typical for larger or public companies.

Facilities: when they fit

Facilities (including MGA‑administered programs) are useful when:

The insured is a private or nonprofit organization seeking efficient, bundled management‑liability terms (D&O, EPL, Crime).
Speed, minimum premiums, and simplified underwriting are priorities over heavy manuscript negotiation.
The risk profile is standard, with no severe financial distress, M&A activity, class‑action exposure, or complex foreign listings.

When a facility may not fit:

Public companies, cross‑border listings, or active M&A require tailored manuscript wording, multilayer towers, and Side‑A DIC considerations.
Unique hazards (e.g., restatement history, ongoing litigation, going‑concern flags) call for negotiated terms and specialized excess participation.

Common placement patterns and clauses to watch

Tower structure: Primary ABC with excess follow‑form layers; optional Side‑A DIC tower for enhanced non‑indemnifiable protection.
Retentions: Often higher for public securities claims than for private/NPO; Side‑A typically written with no retention to individuals.
Claims‑made mechanics: Pay attention to prior‑acts dates, continuity dates, and extended reporting provisions.
Conduct exclusions and severability: Clarify “final adjudication” wording and imputation to preserve protection for innocent insureds.
Order/Priority of Payments: Ensure individuals are prioritized for non‑indemnifiable loss.
Outside Directorship Liability (ODL): Consider endorsements for service on outside boards at the company’s request.
Territory/jurisdiction: Align with where securities trade and where operations, investors, or litigation forums exist.

Underwriting data checklist (accelerates quoting)

Corporate profile: legal entities, jurisdictions, business description, years in operation, cap table (for private), or float/market cap (for public).
Financials: most recent audited/reviewed statements; interim results; credit facilities; material debt covenants.
Governance: board composition; independence; committees; indemnification deeds; bylaws; D&O questionnaires if available.
Securities details (if applicable): listings, filings, pending offerings, analyst coverage, historical stock volatility.
Loss history: 5–10 years of D&O/management‑liability claims, including allegations, amounts, and status.
M&A and restructuring: past and contemplated activity; litigation/arbitration; restatements.
Current program: expiring limits, retentions, carriers, premiums, endorsements, and manuscript clauses.

How Summit engages the D&O market

Independent market access: Summit is a fully independent brokerage with no exclusive carrier arrangements, enabling competitive marketing across multiple insurers for coverage, wording, and pricing that fit the risk.
Transparent compensation: We explain commissions, fees, and any contingents in plain language. For details, see How We Get Paid.
Placement process (typical): 1) Scoping and data collection using the checklist above; 2) Marketing to relevant insurers/facilities and building the tower strategy (including Side‑A DIC where warranted); 3) Comparative analysis of terms, conditions, exclusions, and total cost; 4) Binding, policy‑wording review, and claims‑protocol setup; and 5) Ongoing stewardship for renewals, M&A, and securities events.

D&O Markets & Facilities (Canada)