Directors and Officers (D&O) International Insurance programs masterclass

Course Overview

Constructing a robust international D&O insurance program is one of the most challenging tasks facing underwriters, brokers, risk managers, and multinational companies.

A successful program must balance regulatory requirements, licensing restrictions, local insurance rules, indemnification issues, tax considerations, and varying liability exposures across multiple jurisdictions. Getting these issues wrong can create significant coverage gaps, regulatory complications, and claims payment challenges when directors and officers need protection most.

In this practical masterclass, international insurance expert Ed Smerdon presents a structured workflow for designing and reviewing D&O international insurance programs. Drawing on decades of experience as both a solicitor and insurance specialist, Ed explains the key questions that should be asked when assessing multinational exposures and demonstrates a practical decision-making process that can be applied to real-world programs.

Designed as a high-level but practical overview, this course focuses on the key concepts and decision points that professionals should understand when managing international D&O programs. Rather than providing jurisdiction-specific legal or tax advice, it offers a structured framework for identifying potential issues, assessing available solutions, and implementing a proportionate and effective global insurance strategy.

Throughout the course, participants will learn how to analyze risk locations, evaluate admitted and non-admitted insurance options, assess local exposures, understand indemnification challenges, and review the key clauses commonly found in international D&O programs.

Many of the topics introduced in this masterclass—including non-admitted insurance, local policy structures, indemnification, tax allocation, and international program clauses—can each justify dedicated advanced training sessions. This course is intended to provide the essential foundation for professionals involved in multinational D&O insurance programs.

Course Format

• Duration: Approximately 75 minutes

• 9 focused learning modules

• Practical workflow-based approach to international D&O programs

• Real-world examples and market insights

• Foundation to intermediate-level course

• Suitable for underwriters, brokers, risk managers, lawyers, and multinational insurance buyers

• Lifetime access to all course materials

What You Will Learn

By completing this masterclass, you will:

• Understand the key challenges involved in structuring international D&O insurance programs.

• Learn a practical workflow for assessing multinational D&O exposures.

• Identify and analyze D&O risk locations.

• Understand admitted and non-admitted insurance considerations.

• Assess when local policies may be required.

• Evaluate indemnification issues across different jurisdictions.

• Understand how local exposures influence program design.

• Learn the purpose and operation of key international program clauses.

• Identify common mistakes that can create coverage or regulatory issues.

• Develop a structured methodology for reviewing and implementing international D&O programs.

Course Modules

Module 1: Introduction to D&O International Programs

This introductory module explains why international D&O programs present unique challenges and why a structured approach is necessary when dealing with multinational organizations.

Ed introduces the key concepts that will be explored throughout the course and explains the objectives of the workflow methodology.

Key topics covered:

• What is an international D&O insurance program?

• Why international programs are different from domestic placements

• Common challenges faced by multinational organizations

• Regulatory and practical considerations

• Introduction to the international program workflow

Why it matters: Understanding the overall framework is essential before analyzing the individual components of a global D&O program.

Module 2: The International D&O Program Workflow

This module introduces Ed's practical workflow for analyzing and implementing international D&O programs.

The workflow provides a structured process for identifying potential issues and determining the most appropriate coverage solutions.

Key topics covered:

• The workflow methodology

• Identifying potential problem areas

• Prioritizing exposures

• Reducing complexity through structured analysis

• Applying the workflow in practice

Why it matters: A structured process helps professionals manage complex international programs more effectively and consistently.

Module 3: Risk Locations Analysis

One of the most important aspects of any international insurance program is identifying where coverage is actually required.

This module examines how risk locations should be determined in a D&O context and highlights common misconceptions that can lead to unnecessary complexity.

Key topics covered:

• What constitutes a D&O risk location?

• Subsidiaries and local boards

• Directors serving on multiple boards

• Branches and local operations

• Common mistakes in risk location analysis

• Practical examples

Why it matters: Accurate identification of risk locations is the foundation of every international insurance program.

Module 4: Licensed and Admitted Insurer Analysis

Once risk locations have been identified, the next step is determining whether insurers are authorized to provide coverage in those jurisdictions.

This module explains how admitted insurance works and how licensing considerations affect international program design.

Key topics covered:

• Admitted versus non-admitted insurance

• Local licensing requirements

• Freedom of Services considerations

• International insurer networks

• Lloyd's and global insurer structures

• Practical licensing assessments

Why it matters: Understanding licensing requirements is essential to ensuring compliant coverage arrangements.

Module 5: Non-Admitted Cover Analysis

Non-admitted insurance can provide an efficient solution in some jurisdictions, but its availability varies significantly around the world.

This module explains when non-admitted insurance may be used and how professionals should evaluate its suitability.

Key topics covered:

• What is non-admitted insurance?

• Jurisdictional variations

• Regulatory considerations

• Practical assessment techniques

• Country-specific limitations

• Common pitfalls

Why it matters: Non-admitted insurance can simplify international programs, but only when used appropriately.

Module 6: Realistic D&O Exposure Analysis

Not every country presents the same level of D&O exposure.

This module examines how liability exposures vary across jurisdictions and how those differences should influence international program design.

Key topics covered:

• Civil liability exposures

• Regulatory investigations

• Criminal defense exposures

• Securities litigation risks

• Frequency versus severity considerations

• Prioritizing resources and coverage

Why it matters: Understanding the actual exposure profile helps organizations implement proportionate and cost-effective solutions.

Module 7: Indemnification and Local Policy Analysis

Indemnification plays a critical role in international D&O programs and can significantly affect coverage strategy.

This module explores the relationship between indemnification, local policies, and global program structures.

Key topics covered:

• The role of indemnification in international programs

• Jurisdictional differences

• Local policy considerations

• Fronting arrangements

• Coverage structure decisions

• Interaction between local and master policies

Why it matters: Indemnification often influences whether local policies are necessary and how coverage should be structured.

Module 8: Key International Program Clauses

International D&O programs frequently rely on specialized clauses designed to address multinational exposures and local regulatory constraints.

This module reviews the most important clauses and explains their practical application.

Key topics covered:

• Financial Interest Clauses (FINC)

• Global Liberalization Clauses

• Difference in Conditions (DIC)

• Difference in Limits (DIL)

• Tying of Limits Clauses

• Local policy interaction provisions

• Common drafting considerations

Why it matters: These clauses are often central to the operation of international D&O programs and should be understood by all practitioners involved in multinational placements.

Module 9: Recommendations and Wrap-Up

The final module summarizes the workflow and provides practical recommendations for managing international D&O programs effectively.

Key topics covered:

• Best practices for international program design

• Common mistakes to avoid

• Regulatory and tax considerations

• Practical implementation guidance

• Future developments in international D&O programs

Why it matters: Successful international programs require ongoing attention, regular review, and a structured approach to risk assessment.

Who Should Attend?

This masterclass is designed for:

• D&O Underwriters

• Financial Lines Underwriters

• Insurance Brokers

• Risk Managers

• Corporate Insurance Buyers

• Insurance Lawyers

• Global Program Specialists

• Multinational Insurance Professionals

• Anyone involved in the design, placement, or management of international D&O insurance programs

Included Materials

• 9 On-Demand Video Modules

• Downloadable Presentation Slides

• Practical International Program Workflow Framework

• Lifetime Access to All Course Materials

• Access Across Desktop, Tablet, and Mobile Devices