Dr. Y. R. K. Reddy

International Adviser in Corporate Governance
Hyderabad, India

A must read and reference for Directors, Chartered Secretaries, legal professionals and the Corporate Governance fraternity at large. A valuable guide to understanding Director`s duties, responsibilities, liabilities, safe guards and insurance as no other. Mr. Umesh Pratapa has poured into this, all his decades of practical experience and academic work to excellent effect.

Praveen Gupta

Member - Advisory Board, Sanctuary Asia.
Founding Managing Director & CEO - Raheja QBE General Ins. Co. Ltd.
Mumbai, India

Can you put together a lawyer, an underwriter, a broker and a teacher? Remember to add a generous dose of humility. This chemistry will deliver the desired distillate - P. Umesh - if allowed to brew for a minimum of four decades. Whilst on this, the time machine will teleport you from well ahead of the Bhopal Gas incident to well past the Satyam Computers scandal.

As boards reconcile with the idea of governance and the trajectory evolves beyond Environment, Social and Governance (ESG) - hear out the author of this handy book connect all legalese to eye-opening case stories. Thereby paving the way from a standalone D&O to a holistic management liability to manifestations of emerging #polycrisis. The runway and flight path are all set...

P. S. Rao, IFS (Retd.)

Former Member, National Green Tribunal

I am happy to note that my dear friend Umesh has taken initiative to write this book. Given his enormous experience in the field of general insurance, I am confident this book would help Directors and Officers (D&Os) of companies understand the nuances of risks, particularly legal consequences, they face while managing a company. A sound D&O liability insurance policy would enable them to work with more confidence and boldly face challenges in effectively managing their companies. The timing couldn't have been better for the release of this book as we are living in a world where there is increased emphasis on environmental, social, and corporate governance (ESG) as evident from the widespread media coverage, active and intensive scrutiny and intervention by the authorities, and increasing expectations from various stakeholders.

As a Member of the National Green Tribunal (NGT), India's top environmental court, I have come across cases where D&Os have faced severe consequences for lapses in following environmental laws and implementing pollution control norms while managing a company or an industrial unit. Today, implementation of environmental laws is a prime concern. The Precautionary principle imposes the onus of proof on the D&O of a company to show that their action is environmentally benign. The Polluter pays principle requires the polluting company to bear the remedial or clean-up costs as well as the amounts payable to compensate the victims of pollution. During my tenure in the NGT, I observed that in some cases, D&Os of a company, project, or an industrial unit were not even aware of such provisions. Despite being unaware, they cannot escape from the consequences as ignorance of the law is not an excuse. There are instances where stringent penalties have been imposed by the Constitutional courts and NGT on high-level managements for the breach of environmental laws and pollution control norms.

I hope and believe that this comprehensive source of information on D&O insurance policy in the Indian context would help D&Os of the companies be more aware and alert and take the necessary steps to protect themselves from undesirable consequences. I extend my hearty congratulations to Umesh for making the effort and bringing out this informative book and wish all the success he deserves!

Umakanth Varottil

Professor of Law, National University of Singapore

This Primer undertakes a commendable task of underscoring the importance of directors' and officers' (D&O) insurance policies in an increasingly complex business world where the threat of liability to individuals in management of a company looms large. By astutely anatomizing the components of D&O policies in the Indian context, the Primer is of immense value to every director and officer as well as others in the field of corporate governance, in whose library it should find a prominent place.

Shrirang Samant

Former Regional Director of Lloyds of London, India & Ex- CEO, HDFC Chubb & Ex-Country Manager India of Travelers Inc. USA.

This book reflects the author's expertise and experience in the conceptual and practical aspect of this complex subject. The book is very timely given the vast expansion of Equity Market and the rapid evolution of regulatory and stakeholder expectations from corporate entities. The author has kept in mind the needs not only of the buyers of D&O insurers but also of the layman who has an interest in the subject. It is an easy read, despite the technical nature of the subject and Umesh deserves kudos for this comprehensive yet accessible handbook on D&O insurance in the Indian context.

Rostow Ravanan

Alfahive Inc | Chairman and CEO

In this comprehensive exploration of Directors and Officers Liability insurance, Umesh expertly navigates complex concepts with clarity and insight. This book explains the critical importance of D&O coverage, offering invaluable guidance to both professionals and policymakers. Every page is a testament to meticulous research and lucid writing. This book is a vital resource for professionals navigating corporate governance and risk management.

G. Srinivasan

Honorary Chairman - Chennai Region, Institute of Directors
Former CMD - The New India Assurance Co. Ltd.

The role, responsibilities and liabilities of directors and officers have increased manifold in recent years. The repeated failures of companies all over the world including India has created a huge focus on corporate governance. The root cause of many of these failures has been lack of governance and best practices. The changes in Companies Act and various regulations have cast a huge responsibility on the Board of Directors to ensure that corporate governance standards are high. The directors could be held accountable to shareholders, regulators, government agencies and other stakeholders due to non-performance of their duties despite their best intentions.

The directors are expected to perform their role with limited number of Board meetings, limited time available for various agenda items and also insufficient information made available. The directors are expected to possess skill of identifying issues and problems through Board process and it is a big challenge.

The increased responsibilities and liabilities of directors have created an apprehension in the minds of directors and potential directors about the personal risks they are exposed to.

It is in this context D&O insurance has become very important and virtually mandatory for all companies to have to protect their directors, officers as well as the company. It is impossible for any company to attract good talent as directors unless they have an adequate D&O cover. While awareness about the need for this cover has increased in India, the companies and directors are not fully aware of the details of cover and also how to ensure proper coverage.

The handbook on D&O Liability insurance authored by Mr. Umesh Pratapa is a brilliant effort to fill this knowledge gap. The handbook is very comprehensive and covers all aspects of D&O insurance. The book is written in a simple language and can be understood by everyone. Mr. Umesh is an acknowledged authority on D&O insurance and he has leveraged his expertise in coming out with this handbook. Compliments to Institute of Directors for bringing out this handbook which will go a long way in ensuring Boards are properly protected while discharging their responsibilities.

Kevin LaCroix

Executive Vice President, RT Pro Exec
A division of RT Specialty
Author, the D&O Diary
Cleveland, Ohio USA

Among the basic principles of corporate law is the proposition that corporate directors are responsible for the stewardship of their companies – making strategic business decisions, establishing management policies, and protecting shareholders' interests. It is also a basic principle of corporate law, in India as elsewhere, that corporate directors and officers have legal duties to their companies and to shareholders, and that the officials can be held liable when they fail to fulfill those duties.

Well-advised corporate executives understand their potential liabilities and implement risk management practices to try to reduce their potential exposure. These practices include, among other things, the implementation of effective internal controls and the adoption of appropriate corporate governance structures. However, even the best-designed controls and structures cannot guarantee that corporate executives will not face legal challenges.

For that reason, corporate executives will want to ensure that appropriate indemnification provisions are in place. And, more importantly in the context of this book, the executives will want to ensure that they have a robust program of directors' and officers' (D&O) liability insurance in place to ensure that they are protected against liability claims filed against them in their capacities as directors and officers of their companies.

D&O insurance is not new; it has been available, in India and elsewhere, for years. Indeed, I have been involved in D&O insurance in the United States, one way or the other, for over 40 years. But as Umesh puts it in this book, “D&O Liability Insurance is finally getting the attention it deserves in India.” As Umesh reports, it is increasingly common in India, as well as in other jurisdictions, for prospective director candidates to insist that the company soliciting them carriers appropriate D&O insurance, before they agree to join a corporate board.

But while corporate officials and their advisers may be familiar with what D&O Insurance is and why companies need it, the officials and advisers may know less about how D&O insurance works, how it is structured – and most importantly, how it will respond in the event of a claim. Umesh has written an important and useful book in order to address these concerns, with a particular focus on India.

As a U.S-based D&O insurance practitioner with a global perspective, I am all too aware of how much U.S.-centered considerations (especially U.S.-based legal issues) tend to dominate the conversation outside the U.S. about D&O insurance. For that reason, Umesh's book, with its particular focus on India, is particularly important for Indian executives, their advisers, and for Indian insurance practitioners.

Whether in India, the U.S., or elsewhere, the details of the D&O insurance policy are critically important. Umesh's book provides a useful and informative overview of the D&O insurance policy, its coverage provisions, the standard definitions and exclusions, and the other important policy terms, with particular focus on Indian law regarding director and officer liability.

One of the reasons I have found my many years as a D&O insurance practitioner so rewarding is that the field is always changing. It is always something new. This book addresses this point with important sections on timely topics such as ESG and Cyber liability.

This book will be a useful resource for anyone concerned with the potential liabilities of directors and officers in India, particularly anyone concerned with managing those liability risks.