top of page

D&O
Directors & Officers Liability

Point of Focus

Directors and Officers are personally liable:

​

  • Jointly

  • Without Limit

​

with their own assets.

Piramide ENG.png

Source of
Liability

Main Legal References

  • Civil Code

  • Specific and Sectoral Regulations

  • Bankruptcy Law

Responsible Parties

Directors

Some General Obligations

  • Fulfil the duties imposed by law and by the company bylaws with the diligence required by the nature of the role and by one’s specific expertise (Art. 2392 Civil Code).

  • Assess the adequacy of the company’s organisational, administrative, and accounting structure, and review the overall management performance (Art. 2381 Civil Code).

  • Act in an informed manner (Art. 2381 Civil Code).

Some Specific Obligations

  • Prepare the annual financial statements
    (Art. 2423 Civil Code).

  • Convene the shareholders’ meeting in the event of a capital reduction due to losses (Art. 2482-bis Civil Code).

  • Observe the non-compete obligation (Art. 2390 Civil Code).

 

General Manager

  • The provisions established for directors apply to them (Art. 2396 Civil Code)

Statutory Auditors

  • Fullfill their duties with the professionalism and diligence required by the nature of the role
    (Art. 2407 Civil Code).

  • Joint liability with the directors (Art. 2407 Civil Code).

Officer Responsible for Preparing Accounting Documents

  • Establish appropriate administrative and accounting procedures for the preparation of the financial statements.

Distinctive Aspects

  • The approval of the financial statements does not release directors from any liabilities incurred in the management of the company (Art. 2434 Civil Code).

  • Prior authorisation by the shareholders’ meeting for acts carried out by the directors does not exempt them from liability (Art. 2364 Civil Code).

Other Responsible Parties

  • Members of the Supervisory Body

  • Compliance Officer

  • Data Protection Officer

  • Security Officer

Parties Involved in Liability Actions

2009 D&O Presentazione - ENG.png

Basic Insurance Coverage

The “Responsible Parties” are indemnified for any amounts they are required to pay, as civilly liable under the law, for financial losses caused to Third Parties, the Contracting Company, its Shareholders, Company Creditors, and Subsidiaries and Affiliates, resulting from negligent breaches of obligations arising from the law and/or appointment resolutions, the company bylaws, and/or shareholders’ meeting resolutions, committed in the course of performing their duties.

​

Legal defence costs are also covered.

​

The coverage is provided on a “Claims Made” basis.

bottom of page