LIABILITY · DIRECTORS & OFFICERS

Directors & Officers Liability Insurance (D&O)

Covers the damages and defense costs when directors, auditors, the CEO and other officers face personal liability in civil or criminal proceedings over decisions made in the course of their duties.

Directors & Officers Liability Insurance (D&O)

From a licensed insurance broker

N2N Insurance Brokerage does not represent any single insurer — it independently represents the client as an FSS-registered broker (Reg. No. 2026-012201). We compare the wordings, rates and service of AIG · Chubb · DB · Hyundai · KB · Meritz to propose the cover and price best suited to your risk. Each insurer's full wording is provided at application and binding.

Overview

Directors & Officers Liability Insurance (D&O) covers a company's directors, auditors and executive officerswhen they face a damages claim from the company, shareholders, employees, business partners or regulators for breach of the duty of care or duty of loyalty in the course of their duties, indemnifying that loss and the defense costs.

It responds to directors' liability for damages under the Commercial Act (Articles 399 and 401), disclosure liability under the Financial Investment Services and Capital Markets Act, and shareholder derivative suits and regulatory investigations arising from breaches of competition, tax and environmental law.

Key features

  • 01
    Three-part Side A / B / C structure

    Side A (direct payment to the individual officer) / Side B (reimbursement of the company's indemnification) / Side C (the company's own securities-law liability).

  • 02
    Advance of defense costs

    Legal fees at the early stage of an investigation, inquiry or suit are advanced immediately to support the officer's legal response.

  • 03
    Extension to retired officers (ERP)

    An Extended Reporting Period of up to 6 years can be set for a retired officer's acts while in office.

  • 04
    Essential for listed / IPO companies

    Effectively essential for listed companies, IPO candidates and PEF-invested companies.

Who needs it

  • 01
    Listed / IPO companies

    Listed and pre-IPO companies exposed to disclosure liability and securities class actions.

  • 02
    Private SMEs and mid-market firms

    Risk of shareholder disputes, tax audits, FTC investigations and derivative suits.

  • 03
    Companies appointing outside directors / audit-committee members

    D&O cover is a practical condition for appointing outside directors and auditors.

  • 04
    Startups raising investment

    VC/PEF investment terms (SHA) often require D&O cover.

Main losses covered

  • Civil damages claims brought by shareholders, the company or third parties civil damages claims(including shareholder derivative suits and securities class actions)
  • Defense costs arising from criminal, administrative or regulatory investigations defense costs(legal and expert fees)
  • Costs of responding to investigations by the FTC, FSS, NTS and the like
  • Claims by creditors or a trustee in bankruptcy / rehabilitation proceedings
  • An officer's personal liability in employment suits (unfair dismissal, discrimination, harassment)

Endorsements (additional cover)

  • Subsidiary Coverage endorsement
  • Crisis Management costs endorsement
  • Reputation Protection costs endorsement
  • Extended Reporting Period (ERP) endorsement
  • Side A DIC (Difference-in-Conditions) endorsement

Losses not covered (main exclusions)

  • Where an officer's willful misconduct, fraud, embezzlement or breach of trust is established
  • Claims to disgorge profit from unlawful personal gain
  • Liability heightened by contract
  • Insured vs Insured suits (with some exceptions)
  • Bodily injury / property damage (covered separately, e.g. CGL)
  • ERISA / pension-related claims (unless endorsed)

Conditions & process

Policy period1 year (Claims-Made basis)
PaymentSingle (annual) payment
InsurersAIG · Chubb · DB · Hyundai · Meritz
ChannelIndividual consultation with our adviser (+82-10-5755-6465)
Turnaround5–10 business days (review of financials)

What we need to quote

  • Audited reports and financial statements for the last 3 years
  • Board composition, list of officers and outside-director status
  • Listing status / IPO timetable / shareholder structure
  • Claims, litigation and regulatory-investigation history over the last 5 years
  • Desired limit and deductible

Other notes

  • As this is a Claims-Made contract, managing the Retroactive Date (Retro Date) is very important
  • A separate Run-off contract should be considered before and after M&A or IPO
  • Update the list of officers when officers change or are newly appointed

Withdrawal / quality assurance / pre-contract disclosure

  • The application may be withdrawn within 15 days of receiving the policy (excluding professional financial consumers)
  • Cancellable within 3 months for breach of the duty to explain material matters or a missing handwritten signature
  • Breaching the duty of disclosure on the application's questions or financial information may lead to cancellation or reduction of the claim
Depositor-protected product

Points to note

Please check the basics of the policy when you apply.

  • When applying for the policy, please confirm the product name, policy period, premium-payment period and the insured , and be sure to receive and check the policy wording.
  • Before concluding the contract, please read the product description and policy wording.
  • If you cancel an existing policy to take out a new one, acceptance may be declined, the premium may rise and the cover may differ — please take note.
  • Payment of the claim may be restricted by exclusions and payment-limitation grounds.

Nullity of the contract

If the insured event has already occurred at the time the contract is made, the contract is void. However, where the contract is void due to the company's intent or negligence, or where the company knew or could have known of the nullity before acceptance yet did not refund the premium, the company refunds the premium with interest at the policy-loan rate published by the Korea Insurance Development Institute, compounded annually, for the period from the day after payment to the day of refund.

Losses not covered

The specific losses not covered (exclusions) are set out in each insurer's policy wording and product description; on this page, see the “Cover” tab(or the “Losses not covered” section) for the main exclusions. For other cover-specific grounds on which claims are not paid, please refer to the policy wording.

Cover start date

The company provides cover, in accordance with the policy, from the time it accepts the application and receives the first premium. Where the company accepts the application after receiving the first premium with it, cover also begins from the time the first premium was received.

Policyholder's handwritten signature

The application must be completed by the policyholder, and the policyholder and the insured must sign it by hand. Failure to sign by hand may result in disadvantages regarding the validity of the contract. On an internet cyber-mall, an electronic signature may be used instead.

Right to be informed and have the product explained

The policyholder has the right to be given and have explained the information needed about the product they wish to buy.

Duty to explain

The insurer and N2N Insurance Brokerage must explain the important matters of the product to ordinary financial consumers.

Duty of disclosure before the contract

When applying, the policyholder, the insured or their agent must disclose truthfully the facts they know regarding the questions in the application (including the questionnaire). Otherwise the claim may be declined or the contract cancelled. Where insurance is taken out by telephone or other means of communication, the duty is performed by answering the seller's questions, which are recorded, without a separate written questionnaire, so answers must be given with particular care.

Duty of disclosure after the contract

If, after the contract is made, any of the following arises in respect of the subject-matter insured, the policyholder or the insured must notify the company in writing without delay and obtain endorsement on the policy.

  • When intending to take out, or learning of, a contract with another insurer covering the same risk as this contract
  • When transferring the subject-matter insured
  • When altering, rebuilding or extending the subject-matter insured or the building housing it
  • When moving the subject-matter insured to another location
  • When the risk is, or is found to have been, materially changed

Withdrawal of the application

  • The policyholder may withdraw the application within 15 daysof receiving the policy, in which case the premium paid is refunded. However, a contract more than 30 days after application (45 days where a policyholder aged 65+ contracted by telephone) cannot be withdrawn.
  • In addition, a medical-examination contract, a contract with a cover period of 90 days or less, guarantee insurance, statutory compulsory insurance, liability insurance under the Automobile Accident Compensation Act, or a commercial-insurance contract concluded by a professional financial consumer cannot be withdrawn.

Quality-assurance scheme

  • If, after application, the policyholder did not receive the policy wording and their copy of the application, was not given an explanation of the important contents of the wording, or did not sign the application by hand, they may cancel the contract within 3 monthsof the contract being formed.
  • In that case the premium already paid is refunded to the policyholder, with interest at the policy-loan rate compounded annually for the period the premium was held.

Why the surrender value may be less than the premiums paid, or nil

The surrender value is the amount paid if the contract is cancelled early. Unlike bank savings, insurance combines risk protection and savings: part of the premium is paid out as claims to other policyholders who suffer accidents, and part covers the insurer's operating expenses, so the surrender value on early cancellation may be less than the premiums paid, or nil.

Depositor protection

  • This policy is protected under the Depositor Protection Act, such that the surrender value (or the maturity benefit) plus other payments is protected up to “KRW 100 million per person” (aggregated with the insurer's other protected products).
  • Separately, the aggregate accident-claim amount of that insurer's protected products is “KRW 100 million per person” protected.
  • (However, a policy whose policyholder and premium payer is a corporation is not protected.)

Tax benefit (protection-type insurance)

Under Article 59-4(1) of the Income Tax Act (special tax credit), for protection-type insurance taken out by an employee only, a tax credit of 12% of the premium paid (capped at KRW 1 million per year) is available. Tax matters may change with amendment or repeal of the relevant tax law.

Personal-data protection

Except as provided by law, the insurer and N2N Insurance Brokerage do not collect, use, inspect or provide personal data related to this contract — for its conclusion, maintenance and claim payment — without the consent of the policyholder, the insured or the beneficiary. However, for those purposes the insurer may, with the consent of the policyholder and the insured and in accordance with law, provide personal data to other insurers and insurance-related bodies.

Solicitation-order and reporting centre

  • Providing special benefits in connection with concluding an insurance contract is punishable under the Insurance Business Act.
  • Financial Supervisory Service: 1332 (no area code) / mobile (02)1332 / “Report a solicitation-order violation” at http://fss.or.kr
  • General Insurance Association of Korea: 1332 (no area code) / mobile (02)1332 / “Solicitation-order Violation Report Centre” at http://knia.or.kr

FSS Insurance Fraud Prevention Centre

  • Insurance crime, under Article 8 of the Special Act on the Prevention of Insurance Fraud, is punishable by up to 10 years' imprisonment or a fine of up to KRW 50 million, and abetting insurance crime is subject to the same punishment.
  • Tel: 1332 (no area code) / mobile (02)1332 / Web: http://insucop.fss.or.kr or “Insurance Fraud Prevention Centre” at http://fss.or.kr

Insurance consultation and dispute mediation

  • For consultation or any complaint or dispute about insurance, contact the insurer's customer call centre for prompt handling. If you object to the outcome, you may apply for dispute mediation to the Financial Supervisory Service and the Korea Consumer Agency.
  • FSS Financial Consumer Protection Centre: 1332 (no area code) / http://fss.or.kr
  • Korea Consumer Agency Consumer Counselling Centre: 1372 (no area code) / http://www.kca.go.kr

Notice

The above is a summary and excerpt of the policy wording; for grounds on which claims are not paid and other details, please refer to the policy wording and product description.

About N2N Insurance Brokerage

  • N2N Insurance Brokerageis an insurance broker registered under Article 89 of the Insurance Business Act; it does not represent any single insurer but advises and intermediates on the side of the client (policyholder) (FSS Reg. No. 2026-012201 · Business Reg. No. 611-23-02374).
  • This site compares the wordings and rates of multiple insurers; application and acceptance follow each insurer's policy wording.

When you need D&O liability insurance

Risk patterns common in corporate governance — a 5-scenario self-check

📈

Listed companies or those pursuing an IPO

Listed and pre-IPO companies are heavily exposed to officers' personal liability such as disclosure liability and securities class actions.

⚖️

Private companies at risk of derivative suits or shareholder disputes

Private SMEs can also face officer liability through derivative suits, shareholder disputes, tax audits and FTC investigations.

🧑‍💼

Companies appointing outside directors, audit-committee members and other external figures

Outside directors and auditors often require D&O cover as a practical condition of appointment.

💰

Startups raising investment from VCs, PEFs and the like

Investment agreements (SHA) often require D&O cover, making it effectively essential for companies raising investment.

🔍

Where there is risk of investigation by regulators such as the FTC, FSS and NTS

Regulatory investigations may proceed against individual officers, so provision for defense costs is needed.

A dispute pattern seen in the field

The essence of D&O insurance is that the liability of the ‘company’ and of the ‘individual officer’ differ. The Commercial Act imposes on directors a liability for damages toward the company, shareholders and third parties, and derivative suits, securities class actions and regulatory investigations may target the individual officer directly. D&O covers this risk in three strands — Side A, paid directly to the officer when the company cannot indemnify them; Side B, reimbursing the company for indemnification it has paid the officer; and Side C, covering the company's own securities-law liability. An officer's liability may also be asserted after retirement over acts while in office, so designing the Extended Reporting Period (ERP) matters.

Source: (standard insurance-textbook scenario)

3 things easily missed when buying D&O liability insurance

The wording and structure items decision-makers most often overlook

  • 1

    Company indemnification and personal protection are different covers (Side A/B/C)

    D&O divides into Side A (paid directly to the individual officer), Side B (reimbursing the company's indemnification) and Side C (covering the company's securities-law liability). The design changes with which strand you need.

  • 2

    Retired officers can still be sued for acts while in office

    An officer's liability may be asserted after retirement over acts while in office. Confirm for how long the Extended Reporting Period (ERP) protects a retired officer.

  • 3

    Willful misconduct is excluded

    An officer's willful unlawful act or improper personal gain is excluded. D&O covers liability arising from business ‘judgment’, not willful misconduct.

Frequently asked questions

The questions asked most when considering D&O liability insurance

Who is D&O liability insurance for?

It protects both the individual officer and the company when directors, auditors and other officers incur liability to the company, shareholders or third parties in relation to management decisions and the performance of their duties. It is used widely not only by listed/IPO companies but also by private companies and startups raising investment.

The company buys it — why does it protect the individual officer?

D&O is designed in a Side A/B/C structure: Side A pays the officer directly when the company cannot indemnify them, Side B reimburses the company for indemnification paid to the officer, and Side C covers the company's own securities-law liability — addressing the risks of both the company and the individual officer.

What claims are covered?

Covered items include civil damages claims brought by shareholders, the company or third parties (such as derivative suits and securities class actions), defense costs for criminal, administrative or regulatory investigations, and costs of responding to FTC, FSS and NTS investigations.

Are retired officers covered?

An officer's liability can be asserted after retirement over acts while in office. An Extended Reporting Period (ERP) can protect a retired officer for a set time, so confirm for how long cover applies.

Are an officer's willful or fraudulent acts covered?

No. An officer's willful unlawful act or improper personal gain is excluded. D&O covers liability arising from business judgment, not willful misconduct.

How is the premium calculated?

The insurer calculates it based on company size and listing status, industry, financial condition, shareholder structure, the limit and Side configuration, and past dispute/litigation history. The exact premium and terms are confirmed after underwriting by insurers such as AIG, Chubb, DB, Hyundai, KB and Meritz.

Hanwook Seong, insurance broker

🏢 Operated by an independent insurance brokerage

n2nib.comis operated by N2N Insurance Brokerage (a registered insurance broker under Article 89 of the Insurance Business Act · FSS Reg. No. 2026-012201 · Business Reg. No. 611-23-02374). The wording, cover and exclusion information on this page is excerpted and summarised from the official product materials of member insurers AIG · Chubb · DB · Hyundai · KB · Meritz. Our brokerage fee is paid by the insurer and is not charged to the policyholder (Article 98 of the Insurance Business Act — prohibition of special benefits).